Common use of Outstanding Notes Clause in Contracts

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date 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. The Notes outstanding at any time are all Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder Registrar in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note, however, Notes held by the Issuer or an Affiliate of any thereof shall not be deemed to be outstanding for purposes of Section 2.09. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of the Company)thereof) holds, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal, interest and principal with respect to such Notes Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes cease to (or portions thereof) will be deemed no longer outstanding and interest on them ceases will cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions and increases in the extent set forth interests in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Global Notes theretofore authenticated and delivered effected by the Trustee hereunder Trustee, the Registrar or the Note Custodian in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company Issuers or one any of its Affiliates holds the NoteNote (subject to the provisions of Section 2.10). If a Note is replaced pursuant to Section 2.082.08 (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 protected purchaser, as such term is defined in whose hands 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 is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.08. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease ceases to accrue. If on any Redemption Date, maturity date, Change of Control Payment Date or any other date on which a payment of principal of a Note is due, the Trustee or Paying Agent (other than the Company, a Subsidiary Issuers or an Affiliate of the Company), thereof) holds U.S. Legal Tender in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money an amount sufficient to pay all accrued of the principal, premium, if any, and interest and principal with respect to due on such Notes Note payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease Note ceases to be outstanding and interest on them it ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)any thereof) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes payable on that date 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 thereof 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 Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)any thereof) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) shall cease 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 (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)any thereof) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes payable on that date 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 thereof 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 (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer, Co-Issuer or one a Guarantor or an Affiliate of its Affiliates the Issuer, Co-Issuer or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases such Note shall cease to be outstanding and interest thereon shall cease to accrue. If the a Paying Agent (other than the Company, Issuers or a Subsidiary Guarantor or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of Issuers or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and accrue interest on them ceases to accrueand after such date.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueUniform Commercial Code). If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. Notes or portions thereof the payment for which on the applicable Redemption Date or maturity date money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes in accordance with the Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of Article VIII (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture) will be considered not to be outstanding.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it or the Registrar for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action as herein described, the principal amount of Notes shall be outstanding and interest on them ceases deemed to accruebe the U.S. Dollar equivalent of such principal amount of Notes as of (i) if a record date has been set with respect to the taking of such action, such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Company.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company Issuer or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the principal amount of any Note is considered to be paid under Section 4.014.1 hereof, it ceases to be outstanding and interest thereon shall and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Maturity Date the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), holds cash in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money U.S. dollars sufficient to pay all accrued of the principal, interest and principal with respect to such Additional Amounts, if any, due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are shall be all the Notes that have been authenticated and delivered by the Trustee under this Indenture, except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) those subject to the extent set forth reductions in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered beneficial interests effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.10 hereof, a Note does shall not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.08 hereof, it ceases shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases shall cease to be outstanding and interest thereon on it shall cease to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any a Redemption Date or on any Payment Datea maturity date of Notes of a Series, money funds sufficient to pay all accrued interest and principal with respect to such Notes payable on that date date, and the Paying Agent is not prohibited from paying such money to the Holders thereof of Notes such Series on that date pursuant to the terms of this the Indenture, then on and after that date such Notes of such Series (or portions thereof) shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by or on behalf of the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding, provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the Trustee shall disregard and deem not to be outstanding Notes held by Persons not permitted to be used in such determination as and to the extent provided in Section 316 of the Trust Indenture Act. Subject to Section 2.102.09, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Issuer receive proof satisfactory to it them that the Note that has been replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueprotected purchaser. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, interest and principal with respect to such Notes Additional Amounts, if any, payable on that date 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 thereof 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 Trustee, or the Authenticating Agent, except for (a) those cancelled canceled by itit or the relevant Registrar or Paying Agent, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder Paying Agent or the relevant Registrar in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuers or one an Affiliate of its Affiliates an Issuer holds the Note; provided, however that the Notes held by the Issuers or a Subsidiary of an Issuer shall not be deemed to be outstanding for purposes of Section 2.09 hereof and paragraph 5(c) of the Notes. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the relevant Registrar receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount and premium, if any, of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the a Paying Agent (other than the CompanyIssuers, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Notean Issuer) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date date, 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 will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions of this Indenture, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 (“Treasury Notes”) hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(c) (“Optional Redemption”) hereof. If a Note is replaced pursuant to Section 2.082.07 (“Replacement Notes”) hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 (“Payment of Notes”) hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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 13, then from and after the Conversion Effective Date, such Note shall cease to be outstanding and interest interest, if any, shall cease to accrue on them ceases to accruesuch Note.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions of this Indenture, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 (“Treasury Notes”) hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) (“Optional Redemption”) hereof. If a Note is replaced pursuant to Section 2.082.07 (“Replacement Notes”) hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 (“Payment of Notes”) hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the Company), in its capacity as such, holds on the Stated Maturity of a Noteforegoing) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes of a series outstanding at any time are all the Notes that have been of such series authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note of such series effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one a Guarantor or an Affiliate of its Affiliates the Issuer or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases such Note shall cease to be outstanding and interest thereon shall cease to accrue. If the Paying Agent (other than the Company, Issuer or a Subsidiary Guarantor or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of Issuer or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and accrue interest on them ceases to accrueand after such date.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in this Section 2.102.08 or Section 2.09 hereof, a Note does not cease to be outstanding because the Company Issuers or one an Affiliate of its Affiliates the Issuers holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the CompanyIssuers, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date, repurchase date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. Subject to Section 2.09, in determining whether the Holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of Notes that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and interest on them ceases payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to accrueSection 6.02.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser protected purchaser, as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code in effect in the State of New York. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrueaccrue from and after the date of such payment. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on a redemption date, maturity date or any Redemption Date or on any Payment Datedate of purchase pursuant to an offer to purchase, money sufficient to pay all accrued interest and principal with respect to such Notes payable or to be repurchased on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases will no longer be considered to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser “protected purchaser” (as defined in whose hands such Note is a legalthe Uniform Commercial Code), valid and binding obligation of the Companyshall be deemed cancelled for all purposes. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding outstanding, shall be deemed cancelled and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes will be deemed to be no longer outstanding, shall be deemed cancelled, and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the principal amount of any Note is considered to be paid under Section 4.0110.1 hereof, it ceases to be outstanding and interest thereon shall and Additional Amounts, if any, on it cease to accrue. If the Paying Agent (other than the Company, on a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money the Maturity Date the Principal Paying Agent holds cash in euro sufficient to pay all accrued of the principal, interest and principal with respect to such Additional Amounts, if any, due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all ----------------- Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruepurchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueUniform Commercial Code). If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. Notes or portions thereof the payment for which on the applicable Redemption Date or maturity date money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes in accordance with the Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of Article VIII (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture) will be considered not to be outstanding.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because either of the Company Issuers or one an Affiliate of its Affiliates either of the Issuers holds the Note; however, Notes held by the Issuers or a Subsidiary of either of the Issuers shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease Interest on it ceases to accrue. If the Paying Agent (other than the CompanyIssuers, or a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the ----------------- Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the Accreted Value or principal amount of any Note is considered to be paid under Section 4.014.1 hereof, it ceases to be outstanding and interest thereon shall interest, Additional Amounts, if any, and Liquidated Damages, if any, on it cease to accrueaccrue and Accreted Value ceases to increase. If If, on a Redemption Date or the Maturity Date, the Paying Agent (other than the Company, a Subsidiary holds cash in U.S. dollars or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money U.S. Government Securities sufficient to pay all accrued of the Accreted Value or principal and interest and principal with respect to such due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then then, on and after that date date, such Notes cease to be outstanding and interest interest, Additional Amounts, if any, and Liquidated Damages, if any, on them such Notes cease to accrue and Accreted Value ceases to accrueincrease.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee or the Authenticating Agent except for (a) those cancelled canceled by iteither of them, (b) those delivered to it either of them for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. In addition, the aggregate principal amount of Initial Notes equivalent to the Initial Notes Reduction Amount shall not be deemed to be outstanding upon issuance of Additional Notes in excess of $20.0 million, unless such amount of Initial Notes is not redeemed on the Business Day following the Transaction Effective Date in accordance with clause (b) of Section 7 of the relevant Global Note, in which case such amount of Initial Notes will be deemed to be outstanding on and from the day immediately succeeding such Business Day. Subject to Section 2.1012.04, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives and the Issuer receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueprotected purchaser. If the Paying Agent receives (other than or the CompanyIssuer or another Restricted Subsidiary is acting as Paying Agent and such Paying Agent segregates and holds in trust) in accordance with this Indenture, a Subsidiary by 11:00 a.m. London time on each redemption date or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes premium, if any, payable on that date 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 amount to the Holders thereof on that date pursuant to the terms of this Indenture, 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 (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company Issuer or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the principal amount of any Note is considered to be paid under Section 4.014.1 hereof, it ceases to be outstanding and interest thereon shall and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Maturity Date the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), holds cash in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money euro sufficient to pay all accrued of the principal, interest and principal with respect to such Additional Amounts, if any, due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions of this Indenture, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.10, a Note does not cease to be outstanding because either of the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date, Repurchase Date or maturity date, money, or in the Company), in its capacity as such, holds on the Stated Maturity case of a Noterepurchase and subject to the conditions set forth in Article 11, on any Redemption Date or on any Payment Dateshares of Common Stock, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 9.01 and 8.029.02, on or after the date on which the conditions set forth in Section 8.01 9.01 or 8.02 9.02 have been satisfied, those satisfied and (d) these Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company Issuer or one any of its Affiliates holds the NoteNote (subject to the provisions of Section 2.10). If a Note is replaced pursuant to Section 2.082.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease ceases to accrue. If on a Redemption Date or the Maturity Date the Trustee or Paying Agent (other than the Company, a Subsidiary Issuer or an Affiliate of the Company), in its capacity as such, thereof) holds on the Stated Maturity of a Note, on any Redemption Date U.S. Legal Tender or on any Payment Date, money Government Securities sufficient to pay all accrued of the principal and interest and principal with respect to such due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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 for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company Issuers or one any of its their respective Affiliates holds the NoteNote (subject to the provisions of Section 2.09); provided Notes repurchased by the Issuers or an Affiliate pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuers. Notes purchased by an unaffiliated third party pursuant to a Change of Control Offer will have the status of Notes issued and outstanding. If a Note is replaced pursuant to Section 2.082.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Trust Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.07. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease ceases to accrue. If on a Redemption Date or the Maturity Date the Trustee or Paying Agent (other than the Company, a Subsidiary either Issuer or an Affiliate of the Company), in its capacity as such, thereof) holds on the Stated Maturity of a Note, on any Redemption Date U.S. Legal Tender or on any Payment Date, money U.S. Government Obligations sufficient to pay all accrued of the principal and interest and principal with respect to such due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them thereon ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02Article Nine, on or after the date on which the conditions set forth in Section 8.01 or 8.02 Article Nine have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the appropriate Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)holds, in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Maturity Date or on any Payment Dateoptional redemption date, money sufficient to pay all accrued interest interest, Additional Amounts, if any, Additional Interest, if any, and principal Principal with respect to such the Notes payable on that date and is authorized and not prohibited from paying such money to the Holders thereof pursuant to the terms of this Supplemental Indenture and the Indenture, then on and after that date such Notes shall cease to be outstanding and interest on them ceases the Notes shall cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Change in Control Purchase Date or Repurchase Date, or at Stated Maturity, money and/or other consideration sufficient to pay the Notes payable on that date, then on and after such Redemption Date, Change in Control Purchase Date, Repurchase Date or Stated Maturity, as applicable, such Notes shall cease to be Outstanding, interest on such Notes shall cease to accrue and all other rights of the Holder shall terminate (other than the Companyright to receive the applicable Redemption Price, a Subsidiary Change in Control Purchase Price, Purchase Price or an Affiliate Principal Amount, as the case may be, upon delivery of the Company), Note in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money sufficient to pay all accrued interest and principal accordance with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, plus accrued and unpaid interest to but excluding the Redemption Date or through and including the Change in Control Purchase Date or the Repurchase Date or the Stated Maturity, as the case may be, subject always to the right of Holders as of the immediate preceding Regular Record Date to receive such accrued and unpaid interest if the applicable date is an Interest Payment Date); provided that if the Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. If a Note is converted in accordance with Article Fifteen, then on from and after that date the Conversion Date such Notes Note shall cease to be outstanding Outstanding and interest shall cease to accrue on them ceases to accruesuch Note and all other rights of the Holder shall terminate.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it or the Registrar for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action as herein described, the principal amount of Notes shall be outstanding and interest on them ceases deemed to accrue.be the U.S. Dollar equivalent of such principal amount of Notes as of (i) if a record date has been set with respect to the taking of such action, such date or

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueUniform Commercial Code). If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. Notes or portions thereof the payment for which on the applicable Redemption Date or maturity date money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes in accordance with the Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of Article VIII (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture) shall be considered not to be outstanding.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (ai) those cancelled by it, ; (bii) those delivered to it for cancellation, ; (ciii) to the extent set forth in Sections 8.01 and 8.02, Section 8.02 on or after the date on which the conditions set forth in Section 8.01 or 8.02 8.04 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder or the Registrar hereunder; (iv) Notes in respect of which the Issuer and the Guarantors have been fully discharged for the payment of principal, premium, interest and Additional Amounts; and (dv) those Notes described in this Section 2.09 2.08 as not outstanding. Subject to Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the Registrar receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the one or more Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)Agents hold, in its their capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date maturity date or on any Payment Dateredemption date, money sufficient to pay all principal, premium and accrued interest and principal with respect to such the outstanding Notes payable on that date and is are 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Company and the Trustee receives receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes payable on that date 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 thereof 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 Registrar except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the principal amount of any Note is considered to be paid under Section 4.0110.1 hereof, it ceases to be outstanding and interest thereon and Additional Amounts, if any, on it shall cease to accrue. If on a Redemption Date or the Maturity Date the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), holds cash in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money euro sufficient to pay all accrued of the principal, interest and principal with respect to such Additional Amounts, if any, due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes shall cease to be outstanding and interest and Additional Amounts, if any, on them ceases such Notes shall cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.1013.06, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for the purposes of Section 3.01(b). If a Note is replaced pursuant to Section 2.082.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such protected purchaser. A mutilated Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding upon surrender of such Note and interest thereon shall cease replacement thereof pursuant to accrueSection 2.08. If the a Paying Agent (other than the Company, a Wholly Owned Subsidiary of the Company or an Affiliate of any of the Company)foregoing) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest amounts due and principal with respect to such Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on them it ceases to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, those reductions of definitive Notes effected by the Trustee in accordance with the provisions hereof and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such which event the replacement Note is a legalshall cease to be outstanding, valid and binding obligation subject to Section 8-405 (or successor provision) of the CompanyUniform Commercial Code. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.07. If the Accreted Value or principal amount at maturity of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)any thereof) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued of the Accreted Value, premium, if any, and interest and principal with respect to such Notes payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) shall cease to be outstanding and interest on them ceases shall cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment 20 Date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; provided, however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07 hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. Secondary Notes shall be deemed outstanding commencing as of the Interest Payment Date with respect to which they are authenticated and delivered in lieu of cash interest. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes payable on that date 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 thereof 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 Senior Secured Notes outstanding at any time are all the Senior Secured Notes that have been authenticated by the Trustee or the Authentication Agent except for (a) those cancelled canceled by iteither of them, (b) those delivered to it them for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder or the Authentication Agent in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Senior Secured Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Senior Secured Note; provided, however, that Senior Secured Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07 hereof. If a Senior Secured Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Senior Secured Note is held by a bona fide purchaser in whose hands such Senior Secured Note is a legal, valid and binding obligation of the CompanyIssuer. If the entire principal amount and premium, if any, of any Senior Secured Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteholds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Senior Secured Notes payable on that date date, 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 Senior Secured 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. The Notes outstanding at any time are all Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note, however, Notes held by the Issuer or an Affiliate shall not be deemed to be outstanding for purposes of Section 2.09. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary of the Issuer or an Affiliate of the Company)any thereof) holds, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, interest and principal with respect to such Notes Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes cease to (or portions thereof) will be deemed no longer outstanding and interest on them ceases will cease to accrue.

Outstanding Notes. The Notes outstanding at any time under this Indenture are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (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 the Company that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the principal amount of any Note is considered to be paid under Section 4.014.1, it ceases to be outstanding and interest thereon shall and Additional Amounts, if any, on it cease to accrue. If on a Redemption Date or the Maturity Date the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), holds cash in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money euro sufficient to pay all accrued interest of the principal, premium, if any, interest, and principal with respect to such Additional Amounts, if any, due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one any of its Affiliates holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.07 hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease and Liquidated Damages, if any, on it ceases to accrue. If on a Redemption Date or a Maturity Date the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity Company or of a Note, on any Redemption Date or on any Payment Date, money Subsidiary of the Company) holds cash designated and set aside for and sufficient to pay all accrued interest of the principal, interest, Liquidated Damages (if any) and principal with respect to such all other amounts due on the Notes payable on that date date, and is not prohibited from paying such money cash to the Holders thereof 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.8 as not outstanding. Subject to Except as set forth in Section 2.102.9 hereof, a Note does not cease to be outstanding because the Company Issuers or one an Affiliate of its Affiliates the Issuers holds the Note; however, Notes held by the Issuers or a Subsidiary of the Issuers shall not be deemed to be outstanding for purposes of Section 3.7(b) hereof. If a Note is replaced pursuant to Section 2.082.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.1 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Companyan Issuer, a Subsidiary or an Affiliate of the Company), any thereof) segregates and holds in its capacity as such, holds on the Stated Maturity of a Notetrust, on any Redemption Date a redemption date or on any Payment Dateother maturity date, money sufficient to pay all accrued principal, premium and Additional Interest, if any, and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee Trustee, or the Authenticating Agent, except for (a) those cancelled canceled by itthe Trustee or the relevant Registrar, (b) those delivered to it the Trustee for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder or the relevant Registrar in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note; provided, however that the Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 2.09 hereof and paragraph 5(e) of the Notes. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the relevant Registrar receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount and premium, if any, of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the a Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date date, 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 will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 a Global Note effected by the Trustee in accordance with the provisions hereof, and 8.02, on or after the date on which the conditions those described in this Sec- tion 2.08 as not outstanding. Except as set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10hereof, a Note does not cease to be outstanding because be- cause the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Sub- sidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases will no longer be considered to be outstanding unless un- less the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser “protected purchaser” (as defined in whose hands such Note is a legalthe Uniform Commercial Code), valid and binding obligation of the Companyshall be deemed cancelled for all purposes. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding outstand- ing, shall be deemed cancelled and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes will be deemed to be no longer outstanding, shall be deemed cancelled, and will cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding of any series at any time are all Notes of such series that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those paid pursuant to Section 2.09, those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note of any series is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruepurchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth Global Note effected in Sections 8.01 accordance with the provisions hereof and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company Issuer or one any of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a bona fide purchaser in whose hands purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.8. If the principal amount of any Note is considered to be paid under Section 4.014.1 hereof, it ceases to be outstanding and interest thereon shall and Additional Amounts, if any, on it cease to accrue. .If on a Redemption Date or the Maturity Date the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), holds cash in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money euro sufficient to pay all accrued of the principal, interest and principal with respect to such Additional Amounts, if any, due on the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.9 as not outstanding. Subject to Except as set forth in Section 2.102.10 (Treasury Notes) hereof, a Note does not cease to be outstanding because an Affiliate of the Company or one of its Affiliates Issuer holds the Note. ; provided, however, that Notes held by the Issuer shall not be deemed to be outstanding for purposes of Article 3 hereof.‌ If a Note is replaced pursuant to Section 2.082.8 (Replacement Notes) hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation “protected purchaser” pursuant to Article 8 of the CompanyNew York Uniform Commercial Code. If the principal amount of any Note is considered to be paid under Section 4.014.1(a) (Affirmative Covenants—Payment of Principal and Interest on Notes) hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the a Paying Agent (other than the Company, a Subsidiary Issuer or an Affiliate of the Companythereof), in its capacity as such, holds on the Stated Maturity of a Noteholds, on any a Redemption Date or on any Payment Maturity Date, money sufficient to pay all accrued the principal of, premium on, if any, interest and principal with respect to such Additional Amounts, if any, on Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstandingSection. Subject to Section 2.10, a Any Note does not held by the Corporation or an Affiliate of the Corporation shall cease to be outstanding because for all purposes (whether or not the Company Corporation shall deliver such Note to the Trustee in accordance with Section 2.10), except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or one consent, only Notes which a Trust Officer of its Affiliates holds the NoteTrustee knows are so owned shall be so disregarded. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Corporation receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruepurchaser. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Datethe Maturity Date money (or Exchange Property, money or both, as applicable, if the Corporation shall have elected to exercise the Exchange Right) sufficient to pay all accrued interest and principal with respect to such satisfy the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes shall cease to be outstanding and interest on them ceases shall cease to accrue. If a particular Note is called for redemption and if the Corporation has satisfied its obligation to pay such Note, the Corporation and the Trustee need not treat such Note as outstanding in determining whether Holders of the required aggregate Principal Amount of Notes have concurred in any direction, waiver or consent.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company or any Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company, a Subsidiary Company or an Affiliate its Affiliates) in trust or set aside and segregated in trust by the Company or one of its Subsidiaries (if the Company), in Company or one of its capacity Subsidiaries shall act as such, holds on Paying Agent) for the Stated Maturity Holders of a Note, on any Redemption Date or on any Payment Date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money shall be deemed to the Holders thereof pursuant to the terms of this Indenture, then be no longer outstanding on and after that the date for such Notes payment or redemption and shall cease to be outstanding accrue interest; provided, that the Company shall first have delivered to the Trustee an Officers' Certificate (i) stating the amount of money so set aside or segregated in trust and interest on them ceases to accrue(ii) designating the account into which such money has been so set aside or segregated.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueBona Fide purchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date redemption date or on any Payment Date, the maturity date money sufficient to pay all accrued interest and principal with respect Notes (or portions thereof) to such Notes payable be redeemed or maturing on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder or the Common Depository in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.8 as not outstanding. Subject to Except as set forth in Section 2.102.9 of this Indenture, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.7 of this Indenture, it ceases shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyfor value. If the principal amount of any Note is considered to be paid under Section 4.014.1 of this Indenture, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. If Notes, or portions thereof, for whose payment or redemption money or Government Obligations in the necessary amount, including accrued interest to the Redemption Date, has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust for the Holders of such Notes; provided, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made, such Notes shall be deemed to be no longer outstanding and interest on them ceases to accrueunder this Indenture.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated and delivered by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.10, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note, however, Notes held by the Issuer or an Affiliate shall not be deemed to be outstanding for purposes of Section 2.10. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Trustee or the Paying Agent (other than the CompanyIssuer, a the Parent or another Subsidiary of the Parent or an Affiliate of the Company)any thereof) holds, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, interest and principal with respect to such Notes Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders thereof 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 Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 8.1 and 8.028.2, on or after the date on which the conditions set forth in Section 8.01 8.1 or 8.02 8.2 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.9 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.8, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If If, (i) prior to February 1, 2005, the Accreted Value or, thereafter, the principal amount at maturity, of any Discount Note or (ii) at any time, the principal amount of any Note Cash Pay Note, is considered to be paid under Section 4.014.1, it ceases to be outstanding and interest thereon shall cease to accrue. If the appropriate Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)holds, in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Maturity Date or on any Payment Dateoptional redemption date, money sufficient to pay all accrued interest interest, Liquidated Damages, if any, and principal Principal with respect to such the Notes payable on that date and is authorized and not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then (i) on and after that date such Notes shall cease to be outstanding and, (ii) (A) if such date is prior to February 1, 2005, the Discount Notes shall cease to accrete and (B) if such date is on or after February 1, 2005, interest on them ceases the Discount Notes shall cease to accrue and (iii) interest on the Cash Pay Notes 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 (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions of this Indenture, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.10, a Note does not cease to be outstanding because either of the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date, Repurchase Date or maturity date, money, or in the Company), in its capacity as such, holds on the Stated Maturity case of a Noterepurchase and subject to the conditions set forth in Article 11, on any Redemption Date or on any Payment Dateshares of Common Stock, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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 for Conversion.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company)any thereof) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued principal and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase may be, 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. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser holder in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruedue course. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity maturity date or any redemption date or date for repurchase of a Note, on any Redemption Date Notes of either or on any Payment Date, both Series money sufficient to pay all accrued interest and principal with respect Notes of such Series payable or to such Notes payable be redeemed or repurchased on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes of such Series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Notes so owned which are pledged by the Company, or by any Affiliate of the Company, as security for loans or other obligations, otherwise than to another such Affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such Notes, uncontrolled by the Company or by any such Affiliate.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease ceases to be outstanding because in the event the Company or one an Affiliate of its Affiliates the Company holds the Note, provided, however, that for purposes of determining which are outstanding for consent or voting purposes hereunder, in determining whether the Trustee shall be protected in making a determination whether the holders of the requisite principal amount of outstanding Notes are present at a meeting of holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Responsible Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.082.9, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruepurchaser. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued interest principal, premium, if any, and principal with respect to such Notes interest, including Additional Interest, payable on that date 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 thereof Noteholders 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 Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company Issuer or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)holds, in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, money sufficient to pay all accrued interest and Liquidated Damages and principal with respect to such Notes payable on that date 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. The Notes outstanding at any time are all 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, (c) to the extent set forth in Sections 8.01 and 8.02Section 8.01, 8.02 or 8.03 hereof, on or after the date on which the conditions set forth in Section 8.01 8.01, 8.02 or 8.02 8.03 hereof have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company Issuers or one an Affiliate of its Affiliates the Issuers holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless 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 in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueIssuers. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, interest and principal with respect to such Notes payable on that date 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 thereof 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 (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof and in the last sentence of the definition of "Indebtedness", a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Company, the Co-Issuer or one a Guarantor or an Affiliate of its Affiliates the Company, the Co-Issuer or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, the Co-Issuer or a Subsidiary Guarantor or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of Co-Issuer or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding (the “Outstanding Notes”) at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 9.01 and 8.029.02, on or after the date on which the conditions set forth in Section 8.01 9.01 or 8.02 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because either of the Company Issuer or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives and the Issuer receive proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueIssuer. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)holds in trust, in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such the Notes payable on that date 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.. Table of Contents

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee or the Authenticating Agent except for (a) those cancelled or marked down by iteither of them or (in the case of Global Notes) by the relevant clearing systems in accordance with their applicable procedures, (b) those delivered to it either of them for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.1012.04, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives and the Issuer receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueprotected purchaser. If the Paying Agent receives (other than or if the Company, Issuer or a Restricted Subsidiary or an Affiliate of the Company)Issuer is acting as Paying Agent and such Paying Agent segregates and holds in trust) in accordance with this Indenture, in its capacity by 10:00 a.m. New York time, or such other time as such, holds on may be agreed between the Stated Maturity of a NoteIssuer and the Paying Agent, on any Redemption Date each redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes premium, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not not, as advised to it in writing by the Issuer or, as the case may be, the Registrar, prohibited in writing from paying such money amount to the Holders thereof 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 Authenticating Agent except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder Paying Agent or Registrar in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstandingoutstanding (the “Outstanding Notes”). Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note; provided, however, that Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for the purpose of Section 3.07 hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. If the principal amount and premium, if any, of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such on the Notes payable on that date and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one a Guarantor or an Affiliate of its Affiliates the Company or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands Section 8-303 of the UCC). A mutilated Note ceases to be outstanding upon surrender of such Note is a legal, valid and binding obligation of the Companyreplacement thereof pursuant to Section 2.07 hereof. If the principal amount of any Note Notes (or portions thereof) is considered to be paid under Section 4.014.01 hereof, it ceases such Notes (or portions thereof) cease to be outstanding and interest thereon shall cease on them ceases to accrue. If the Paying Agent (other than the Company, Company or a Subsidiary Guarantor or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of Company or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest; provided, that in the case of any such Redemption Date, any conditions precedent specified in the applicable notice of redemption shall have been satisfied.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstandingoutstanding (the “Outstanding Notes”). Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note; provided, however, that Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for the purpose of Section 3.07 hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. If the principal amount and premium, if any, of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such on the Notes payable on that date and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, 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. ‌ The Second Lien Notes outstanding at any time are all the Second Lien Notes that have been authenticated by the Trustee or the Authentication Agent except for (a) those cancelled canceled by iteither of them, (b) those delivered to it them for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder or Authentication Agent in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Second Lien Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Second Lien Note; provided, however, that Second Lien Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07 hereof. If a Second Lien Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Second Lien Note is held by a bona fide purchaser in whose hands such Second Lien Note is a legal, valid and binding obligation of the CompanyIssuer. If the entire principal amount and premium, if any, of any Second Lien Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteholds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Second Lien Notes payable on that date date, 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 Second Lien 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. The Notes outstanding at any time are all Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder Registrar in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note, however, Notes held by the Issuer or an Affiliate of any thereof shall not be deemed to be outstanding for purposes of Section 2.09. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of the Company)thereof) holds, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, interest and principal with respect to such Notes Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes cease to (or portions thereof) will be deemed no longer outstanding and interest on them ceases will cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all ---------------------- Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruepurchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or by an Affiliate of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) or Article 9 hereof or for purposes of the definition of Majority Noteholders and Supermajority Noteholders (provided, that for purposes of determining whether the Trustee will be protected in relying on any direction, waiver, determination or consent, only Notes that the Trustee knows are so owned will be disregarded). If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions of this Indenture, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.10, a Note does not cease to be outstanding because either of the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date, Repurchase Date or maturity date, money, or in the Company), in its capacity as such, holds on the Stated Maturity case of a Noterepurchase and subject to the conditions set forth in Article 11, on any Redemption Date or on any Payment Dateshares of Common Stock, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 13.06 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companyprotected purchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in this Section 2.102.08 or Section 2.09 hereof, a Note does not cease to be outstanding because the Company Issuers or one an Affiliate of its Affiliates the Issuers holds the Note. 62 If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the CompanyIssuers, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date, repurchase date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. Subject to Section 2.09, in determining whether the Holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of Notes that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and interest on them ceases payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to accrueSection 6.02.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.08 [Replacement Notes], it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser holder in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruedue course. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity maturity date or any redemption date or date for repurchase of a Note, on any Redemption Date or on any Payment Date, the Notes money sufficient to pay all accrued interest and principal with respect to such Notes payable or to be redeemed or repurchased on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. A Note does not cease to be outstanding because the Company or one of its affiliates holds such Note, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Notes so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueprotected purchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.06, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accruepurchaser. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Date, maturity date money sufficient to pay all accrued principal and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. In determining whether the Holders of the required principal amount of Notes have concurred in any direction or consent or any amendment, modification or other change to this Indenture, Notes owned by the Company or by an Affiliate of the Company shall be disregarded and treated as if they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to the Indenture, only Notes which the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to the Notes and that the pledgee is not the Company or an Affiliate of the Company.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueprotected purchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue.. A Note does not cease to be outstanding because the Company or one of its Affiliates holds such Note, provided, however, that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee has actual knowledge to be so owned shall be so

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one a Guarantor or an Affiliate of its Affiliates the Issuer or a Guarantor holds the Note. The aggregate principal amount outstanding under any Note shall include any increase in the outstanding principal amount of such Note as the result of payment of PIK Interest, if any. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, Issuer or a Subsidiary Guarantor or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of Issuer or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer, the Co-Issuer or one a Guarantor or an Affiliate of its Affiliates the Issuer, the Co-Issuer or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases such Note shall cease to be outstanding and interest thereon shall cease to accrue. If the a Paying Agent (other than the CompanyIssuer, the Co-Issuer or a Subsidiary Guarantor or an Affiliate of the Company)Issuer, in its capacity as such, holds on the Stated Maturity of CoIssuer or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and accrue interest on them ceases to accrueand after such date.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee Registrar or Authenticating Agent except for (ai) those cancelled by it, the Paying Agent; (bii) those delivered to it the Paying Agent for cancellation, ; (ciii) to the extent set forth in Sections 8.01 and 8.02, Section 8.02 on or after the date on which the conditions set forth in Section 8.01 or 8.02 8.04 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder hereunder; (iv) Notes in respect of which the Issuer and the Parent Guarantor have been fully discharged for the payment of principal, premium, interest and Additional Amounts; and (dv) those Notes described in this Section 2.09 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company Issuer or one of its the Issuer’s Affiliates holds hold the NoteNote (if permitted under applicable law). If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives and the Registrar receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the one or more Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)Agents hold, in its their capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Dateredemption date, money sufficient to pay all principal, premium and accrued interest and principal with respect to such the outstanding Notes payable on that date and is are 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer, the Co-Issuer or one a Subsidiary Guarantor or an Affiliate of its Affiliates the Issuer, the Co-Issuer or a Subsidiary Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases such Note shall cease to be outstanding and interest thereon shall cease to accrue. If the a Paying Agent (other than the CompanyIssuer, the Co-Issuer or a Subsidiary Guarantor or an Affiliate of the Company)Issuer, in its capacity as such, holds on the Stated Maturity of Co-Issuer or a NoteSubsidiary Guarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and accrue interest on them ceases to accrueand after such date.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.028.01, 8.02 or 8.03 hereof, on or after the date on which the conditions set forth in Section 8.01 8.01, 8.02 or 8.02 8.03 hereof have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company Issuers or one an Affiliate of its Affiliates the Issuers holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless 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 in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueIssuers. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, interest and principal with respect to such Notes payable on that date 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 thereof 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 include and are limited to all Notes that have been authenticated by the Trustee except for (ai) those cancelled by it, (bii) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder cancellation and (diii) those described in deemed not outstanding under this Section 2.09 as not outstanding2.08. Subject to Section 2.10If the Company or an Affiliate of the Company holds the Note, a Note does not cease to be outstanding because outstanding; provided, however, that for purposes of determining whether the holders of the requisite principal amount of Notes have given or concurred in any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or one any other obligor upon the Notes or any Affiliate of its Affiliates holds the NoteCompany or such other obligor shall be disregarded and deemed not to be outstanding. Subject to the foregoing, only Notes outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Article 7). If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueprotected purchaser. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)holds, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption a Fundamental Change Purchase Date or on any Payment the Maturity Date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then immediately after such Fundamental Change Purchase Date or Maturity Date, as the case may be, such Notes shall cease to be outstanding, interest (including Additional Interest), if any, on such Notes shall cease to accrue and such Notes shall cease to be convertible. If a Note is converted in accordance with Article 12, then from and after that date the time of conversion on the Conversion Date, such Notes Note shall cease to be outstanding and interest (including any Additional Interest), if any, shall cease to accrue on them ceases to accruesuch Note.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because any of the Company Issuer, the Co-Issuer or one a Guarantor or an Affiliate of its Affiliates the Issuer, the Co-Issuer or a Guarantor holds the Note. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the CompanyUniform Commercial Code). Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture shall not be deemed to be outstanding for purposes hereof. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases such Note shall cease to be outstanding and interest thereon shall cease to accrue. If the Paying Agent (other than the CompanyIssuer, the Co-Issuer or a Subsidiary Guarantor or an Affiliate of the Company)Issuer, in its capacity as such, holds on the Stated Maturity of Co-Issuer or a NoteGuarantor) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes (or portions thereof) payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding (including for accounting purposes) and shall cease to be outstanding and accrue interest on them ceases to accrueand after such date.

Outstanding Notes. The Senior Notes outstanding at any time are all the Senior Notes that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Senior Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Senior Note. If a Senior Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Senior Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Senior Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)any thereof) segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest principal and principal with respect to such Notes interest, if any, payable on that date and is not prohibited from paying such money with respect to the Holders Senior Notes (or the portion thereof pursuant to be redeemed or maturing, as the terms of this Indenturecase may be), then on and after that date such Senior Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.9 as not outstanding. Subject to Except as set forth in Section 2.102.10 (Treasury Notes) hereof, a Note does not cease to be outstanding because an Affiliate of the Company or one of its Affiliates Issuer holds the Note. ; provided, however, that Notes held by the Issuer shall not be deemed to be outstanding for purposes of Article 3 hereof.‌ If a Note is replaced pursuant to Section 2.082.8 (Replacement Notes) hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation “protected purchaser” pursuant to Article 8 of the CompanyUniform Commercial Code of the State of New York. If the principal amount of any Note is considered to be paid under Section 4.014.1(a) (Affirmative Covenants—Payment of Principal and Interest on Notes) hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the a Paying Agent (other than the Company, a Subsidiary Issuer or an Affiliate of the Companythereof), in its capacity as such, holds on the Stated Maturity of a Noteholds, on any a Redemption Date or on any Payment DateStated Maturity, money sufficient to pay all accrued the principal of, premium on, if any, interest and principal with respect to such Additional Amounts, if any, on Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 a Global Note effected by the Trustee in accordance with the provisions hereof, and 8.02, on or after the date on which the conditions any other Notes described in this Section 2.08 as not outstanding. Except as set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.02 hereof and the Company shall deliver to the Trustee prior to any selection of Notes for redemption an Officer's Certificate setting forth the numbers and principal amounts of the Notes that are so held. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any a Redemption Date or on any Payment Datematurity date, money sufficient to pay all accrued principal and interest and principal payable on that redemption or maturity date with respect to such the Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture(or portions thereof), 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. The Notes outstanding of any series at any time are all Notes of such series that have been authenticated by the Trustee except for (a) those cancelled by it, (b) those paid pursuant to SECTION 2.09, those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 SECTION 2.10 as not outstanding. Subject to Section 2.10, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note of any series is replaced pursuant to Section 2.08SECTION 2.09, it ceases to be outstanding unless and until the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueBONA FIDE purchaser. If the Paying Agent (other than the Company, a Subsidiary Company or an Affiliate of the Company), in its capacity as such, ) holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, then on and after that date such Notes cease to be outstanding and interest on them ceases shall cease to accrue. any other obligor upon the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee has actual knowledge to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 9.01 and 8.029.02, on or after the date on which the conditions set forth in Section 8.01 9.01 or 8.02 9.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Section 2.102.09, a Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Company. If the principal amount of any A mutilated Note is considered to be paid under Section 4.01, it ceases to be outstanding upon surrender of such Note and interest thereon shall cease replacement thereof pursuant to accrueSection 2.07. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)holds, in its capacity as such, holds on the Stated Maturity of a Note, on any Redemption Maturity Date or on any Payment Dateoptional redemption date, money sufficient to pay all accrued interest and principal with respect to such the Notes payable on that date 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. The Notes outstanding at any time are all Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for (a) those cancelled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note, however, Notes held by the Issuer or an Affiliate shall not be deemed to be outstanding for purposes of Section 2.09. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee or the Issuer receives proof satisfactory to it that the Note that has been replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary of the Parent Guarantor or an Affiliate of the Company)any thereof) holds, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, interest and principal with respect to such Notes Additional Amounts, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture, then on and after that date such Notes cease to (or portions thereof) will be deemed no longer outstanding and interest on them ceases will cease to accrue.

Outstanding Notes. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (ai) those cancelled by it, (bii) those delivered to it for cancellation, (ciii) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (div) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company Issuer or one an Affiliate of its Affiliates the Issuer holds the Note; HOWEVER, Notes held by the Issuers or a Subsidiary of the Issuers shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the CompanyIssuers, a Subsidiary or an Affiliate of any of the Company), in its capacity as such, holds on the Stated Maturity of a Noteforegoing) holds, on any Redemption Date a redemption date or on any Payment Datematurity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions hereof, and (d) those described in this Section 2.09 2.08 as not outstanding. Subject to Except as set forth in Section 2.102.09 hereof, a Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. Notes so owned by the Company or an Affiliate of the Company that have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes, including the sole right to vote the Notes both before and after the occurrence of any Event of Default, and that the pledgee is not the Company or an Affiliate of the Company. 44 If a Note is replaced pursuant to Section 2.082.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser in whose hands such Note is a legal, valid and binding obligation within the meaning of Section 8-405 of the CompanyUniform Commercial Code. If the principal amount of any Note is considered to be paid under Section 4.014.01 hereof, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company), in its capacity as such, holds on the Stated Maturity of a Noteany thereof) holds, on any Redemption Date a redemption date or on any Payment Dateother maturity date, money sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 cancellation and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder and (d) those described in this Section 2.09 as not outstanding. Subject to Section 2.10, a A Note does not cease to be outstanding because the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.082.07, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a bona fide protected purchaser (as defined in whose hands such Note is a legal, valid and binding obligation Section 8-303 of the Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrueUniform Commercial Code). If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)segregates and holds in trust, in its capacity as such, holds on the Stated Maturity of a Noteaccordance with this Indenture, on any a Redemption Date or on any Payment Date, maturity date money sufficient to pay all accrued principal, premium, if any, and interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money with respect to the Holders thereof pursuant Notes (or portions thereof) to be redeemed or maturing, as the terms of this Indenturecase may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. Notes or portions thereof the payment for which on the Redemption Date or maturity date money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes in accordance with the Legal Defeasance, Covenant Defeasance or satisfaction and discharge provisions of Article VIII (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture) will be considered not to be outstanding.

Outstanding Notes. The Notes outstanding at any time are all Notes that have been authenticated by the Trustee Principal Paying Agent except for (ai) those cancelled by it, ; (bii) those delivered to it for cancellation, ; (ciii) to the extent set forth in Sections 8.01 and 8.02, Section 8.02 on or after the date on which the conditions set forth in Section 8.01 or 8.02 8.04 have been satisfied, those Notes theretofore authenticated and delivered by the Trustee hereunder Registrar hereunder; (iv) Notes in respect of which the Issuer has been fully discharged for the payment of principal, premium, interest and Additional Amounts; and (dv) those Notes described in this Section 2.09 as not outstanding. Subject to Section 2.102.10 hereof, a Note does not cease to be outstanding because the Company Issuer or one of its Affiliates holds the Note. If a Note is replaced pursuant to Section 2.082.08 hereof, it ceases to be outstanding unless the Trustee receives and the Registrar receive proof satisfactory to it them that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the CompanyIssuer. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease to accrue. If the one or more Paying Agent (other than the Company, a Subsidiary or an Affiliate of the Company)Agents hold, in its their capacity as such, holds on the Stated Maturity of a Note, on any Redemption Date or on any Payment Redemption Date, money sufficient to pay all principal, premium and accrued interest and principal with respect to such the outstanding Notes payable on that date and is are 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. The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those cancelled canceled by it, (b) those delivered to it for cancellation, (c) to those reductions in the extent set forth interest in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those Notes theretofore authenticated and delivered a Global Note effected by the Trustee hereunder in accordance with the provisions of this Indenture, and (d) those described in this Section 2.09 as not outstanding. Subject to Except as set forth in Section 2.10, a Note does not cease to be outstanding because either of the Company or one an Affiliate of its Affiliates the Company holds the Note. If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser in whose hands such Note is a legal, valid and binding obligation of the Companypurchaser. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest thereon shall cease on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a Redemption Date, Repurchase Date or date of maturity, money, or in the Company), in its capacity as such, holds on the Stated Maturity case of a Noterepurchase upon the occurrence of a Change of Control and subject to the conditions set forth in Article 11, on any or in the case of a Provisional Redemption Date or on any Payment Dateand subject to the conditions set forth in Section 3.12, money shares of Common Stock, sufficient to pay all accrued interest and principal with respect to such Notes payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenturedate, 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 for Conversion.