Common use of Outstanding Securities; Determinations of Holders' Action Clause in Contracts

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof). If a Security is replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date or at maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date or maturity, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Fundamental Change Redemption Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after such conversion such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the -------- ------- requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Fundamental Change Redemption Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after such conversion such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount or cash interest on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount or provision therefor satisfactory cash interest shall cease to the Trustee has been madeaccrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by itit or delivered to it for cancellation, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on or prior to the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date or maturity, as the case may be, such Securities shall cease to be outstanding and interest Contingent Additional Principal and Contingent Cash Interest, if any, on such Securities shall cease to accrue; provided, provided that, if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Contingent Additional Principal and Contingent Cash Interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. (a) Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, those replaced pursuant to Section 2.07, or purchased by the Company or the Trustee pursuant to Article 3 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company, a Subsidiary of the Company or an Affiliate thereof (including Amercord) holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or Company, any other obligor upon the Securities or any Affiliate Subsidiary of the Company or such other obligor any Affiliate thereof 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, amendment or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be are so owned shall be so disregarded. Subject to disregarded as provided and the foregoing, only remaining Securities shall be evidenced as outstanding at the time of such determination and therefore shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.9Upon request of the Trustee, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date or at maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date or maturity, as the case may be, such Securities Company shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory promptly furnish to the Trustee has been madean Officers' Certificate listing and identifying all Securities, if any, owned or held by or for the account of the Company, any Subsidiary of the Company or, to the knowledge of the Officers executing such Officers' Certificate, any Affiliate of the Company. The Trustee shall be entitled to accept such Officers' Certificate as conclusive evidence of the facts of ownership by the Company and such other Persons of Securities and of the fact that all Securities not listed thereon are outstanding.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding “Outstanding” at any time are are, as of the date of determination, all the issued Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Outstanding; provided that a Security does not cease to be outstanding Outstanding because an Issuer Affiliate is the Company or an Affiliate thereof holds Holder of the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any an Issuer Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstandingOutstanding, except that, in determining whether the Trustee shall be protected in conclusively relying upon any such request, demand, authorization, direction, notice, consent, amendment consent or waiver, only Securities which a Responsible Trust Officer of the Trustee actually knows to be has actual knowledge of being so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not an Issuer Affiliate . Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof). If a Security is replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserdetermination. If the Paying Agent (other than the Issuer) holds, in accordance with this Indenture, on a Redemption Date or at maturitythe Stated Maturity Date, money or securities, if permitted hereunder, sufficient to pay Securities payable on that datedate in full, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, if such Securities 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 madeOutstanding.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those 2.7 delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation pursuant to Section 2.10 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest (including Contingent Interest and Liquidated Damages, if any), on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest (including Contingent Interest, if any), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by itit or delivered to it for cancellation, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest on such Securities shall cease to accrue; provided, provided that, if such Securities 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 Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest (including contingent interest), if any, on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and Original Issue Discount and interest (including contingent interest), if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.94.01 hereof, those delivered replaced or paid pursuant to it for cancellation Section 2.07 hereof and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible the Trust Officer of the Trustee actually knows to be so owned shall be so disregardeddisregarded unless written notice of such ownership is received by the Trustee at the Corporate Trust Office of the Trustee in accordance with Section 12.02 hereof and such notice references the Securities and this Indenture. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX 9 hereof). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced or paid pursuant to Section 2.92.07 (other than a mutilated Security surrendered for replacement), it the replaced or paid Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced or paid Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.07. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Repurchase Date or at maturitya Designated Event Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Repurchase Date, Designated Event Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest (if any) on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and interest (if any) shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities of which a Responsible Officer of the Trustee actually knows has actual knowledge to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any (including contingent interest, if any), and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any (including contingent interest, if any), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid delivered to it pursuant to Section 2.9, those delivered to it 2.07 for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or the Guarantor or an Affiliate thereof of the Company or the Guarantor holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or the Guarantor or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Issue Discount and interest (including contingent interest), if any, on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Issue Discount and interest (including contingent interest), if any, shall cease to accrue on such Security, whether or provision therefor satisfactory not the Security is delivered to the Trustee has been madePaying Agent.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.94.01 hereof, those delivered replaced or paid pursuant to it for cancellation Section 2.07 hereof and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible the Trust Officer of the Trustee actually knows to be so owned shall be so disregardeddisregarded unless written notice of such ownership is received by the Trustee at the Corporate Trust Office of the Trustee in accordance with Section 13.02 hereof and such notice references the Securities and this Indenture. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX 9 hereof). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Repurchase Date or at maturitya Fundamental Change Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; providedPROVIDED, that, if such Securities 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 Security is converted in accordance with Article 11 hereof, then from and after such conversion such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, and those described in this Section 2.10 2.8 as not outstanding. A If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser unaware that such Security has been replaced. Subject to Section 2.12(f), a Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof)determination. If a Security is replaced pursuant to Section 2.92.7, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 10:00 a.m., New York City time, on a Redemption Date, a Purchase Date, a Fundamental Change Purchase Date or at maturityStated Maturity, money as the case may be, cash or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after on such Redemption Date, Purchase Date, Fundamental Change Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest and Additional Interest, if any, on such Securities shall cease to accrue; provided. If a Security is converted in accordance with ARTICLE XII, thatthen from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest and Additional Interest, if any, on such Securities are Security shall cease to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been madeaccrue.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount at maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount, Contingent Cash Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Original Issue Discount, Contingent Cash Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid redeemed or purchased pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Accreted Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI Article 6 and IX hereofArticle 9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Fundamental Change Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately from and after such Redemption Date, Repurchase Date, Fundamental Change Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest on such Securities shall cease to accrueaccrue and the rights of the Holders therein shall terminate whether or not the Securities are surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities), other than the right to receive such payment upon such surrender; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest shall cease to accrue and the rights of the Holders therein shall terminate (other than the right to receive the Conversion Settlement Distribution).

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, -------- however, that in determining whether the Holders of the requisite Principal ------- Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securitiesor, if permitted hereunderby the terms hereof including, without limitation, Section 3.08, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article XI, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by itit or delivered to it for cancellation, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as ---- ---- not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). - - If a Security is replaced pursuant to Section 2.92.07, it ceases to be ---- outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Fundamental Change Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Fundamental Change Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest on such Securities shall cease to accrue; provided, provided that, if such Securities 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 Security is converted in accordance with Article 11, then from and -- after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following the Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and cash interest on such Securities shall cease to accrue; provided, that, that if such Securities 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 madeIndenture.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver or waiver other action hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrueaccrue and such Securities shall cease to be convertible; provided, that, that if such Securities 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 Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid redeemed or purchased pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company Company, a Guarantor or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities Securities, a Guarantor or any Affiliate of the Company or such other obligor or Guarantor 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI Article 6 and IX hereofArticle 9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Fundamental Change Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately from and after such Redemption Date, Repurchase Date, Fundamental Change Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest and Additional Interest, if any, on such Securities shall cease to accrueaccrue and the rights of the Holders therein shall terminate whether or not the Securities are surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities), other than the right to receive such payment upon such surrender; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Additional Interest, if any, shall cease to accrue and the rights of the Holders therein shall terminate (other than the right to receive the Conversion Settlement Distribution).

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, and those described in this Section 2.10 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser unaware that such Security has been replaced. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; and, provided further, that Securities that the Company or an Affiliate offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to be owned by the Company or an Affiliate until legal title to such Notes passes to the Company or such Affiliate, as the case may be. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof)determination. If a Security is replaced pursuant to Section 2.92.7, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 11:00 a.m., New York City time, on a Redemption Date, a Purchase Date, a Fundamental Change Purchase Date or at maturityStated Maturity, money as the case may be, cash or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after on such Redemption Date, Purchase Date, Fundamental Change Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, Additional Amounts and Additional Interest, if any, on such Securities shall cease to accrue; provided. If a Security is converted in accordance with ARTICLE XII, thatthen, from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest, Additional Amounts and Additional Interest, if any, on such Securities are Security shall cease to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been madeaccrue.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.7 and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, provided that, if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.94.01 hereof, those delivered replaced or paid pursuant to it for cancellation Section 2.07 hereof and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible the Trust Officer of the Trustee actually knows to be so owned shall be so disregardeddisregarded unless written notice of such ownership is received by the Trustee at the Corporate Trust Office of the Trustee in accordance with Section 13.02 hereof and such notice references the Securities and this Indenture. For purposes of the foregoing proviso, the term "Affiliate" shall not include any Schlumberger Holder. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX 9 hereof). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, prior to 11:00 a.m., New York City time, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, cash sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount, Additional Interest and interest, if any, on such Securities shall cease to accrue; providedPROVIDED, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid redeemed or purchased pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI Article 7 and IX hereofArticle 10). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Fundamental Change Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately from and after such Redemption Date, Repurchase Date, Fundamental Change Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest, Contingent Interest and Additional Amounts, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest, Contingent Interest, Additional Amounts, if any, shall cease to accrue, and the rights of the Holders therein shall terminate (other than the right to receive the Conversion Settlement Distribution).

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent (other than the Company, a Guarantor, a Subsidiary or an Affiliate of any thereof) holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any, and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any, and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee (including any Security represented by a Global Security), except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining -------- ------- whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding outstanding, unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. ---- ---- If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or a Change in Control Purchase Date, or at maturityStated Maturity, money or securitiesor, if permitted hereunderby the terms hereof including, without limitation, Section 3.08, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and Original Issue Discount and interest, if any (including, if such Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event, interest on such notes), on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, provided that if such Securities 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 Security is converted in accordance with Article X, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any (including, if such Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event, interest on such notes), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company Company, a Guarantor or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount at maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and outstanding, cash interest on such Securities shall cease to accrueaccrue and such Securities shall cease to accrete in value; provided, that, provided that if such Securities 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 Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding, cash interest, if any, shall cease to accrue on such Security and such Security shall cease to accrete in value.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid purchased pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI Article 6 and IX hereofArticle 9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on the Business Day immediately following a Redemption Date Fundamental Change Repurchase Date, or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately from and after such Redemption Fundamental Change Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest on such Securities shall cease to accrue; provided. If a Security is converted in accordance with Article 10, thatthen from and after the date of conversion, if such Securities are Security shall cease to be redeemedoutstanding, notice and Interest shall cease to accrue and the rights of such redemption has been duly given pursuant the Holders therein shall terminate (other than the right to this Indenture or provision therefor satisfactory to receive the Trustee has been madeSettlement Amount).

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, and those described in this Section 2.10 2.8 as not outstanding. A If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser unaware that such Security has been replaced. Subject to Section 2.12(f), a Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded (from both the numerator and the denominator) 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (includingdetermination. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 2.8 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Securities and that the pledgee is not the Company, without limitationany other obligor on the Securities or any Affiliate of the Company or any such other obligor. In the case of a dispute as to such right, determinations pursuant any decision by the Trustee taken upon the advice of counsel shall be full protection to Articles VI the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and IX hereof). If a Security is replaced pursuant identifying all Securities, if any, known by the Company to be owned or held by or for the account of any of the above described Persons, and, subject to Section 2.99.1, it ceases to be outstanding unless the Trustee receives proof satisfactory shall be entitled to it accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are outstanding for the replaced Security is held by a bona fide purchaserpurpose of any such determination. If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 10:00 a.m., Eastern Standard time, on a Redemption Date, a Purchase Date, a Fundamental Change Purchase Date or at maturityStated Maturity, money as the case may be, cash or securities, if permitted hereunder, sufficient to pay all amounts payable in respect of Securities payable on that date, then immediately after on such Redemption Date, Purchase Date, Fundamental Change Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest and Additional Interest, if any, on such Securities shall cease to accrue; provided. If a Security is converted in accordance with ARTICLE XII, thatthen from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest and Additional Interest, if any, on such Securities are Security shall cease to be redeemedaccrue, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to provided that the Trustee has been madeCompany fully performs its obligations under ARTICLE XII.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 hereof and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07 hereof, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest (including Contingent Cash Interest), if any, or cash interest on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest (including Contingent Cash Interest), if any, or provision therefor satisfactory cash interest shall cease to the Trustee has been madeaccrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Designated Event Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Repurchase Date, Designated Event Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest (including contingent interest), if any, on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and Original Issue Discount and interest (including contingent interest), if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company Company, the Guarantor or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company Company, the Guarantor or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest on such Security shall cease to accrue.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article X, then from and after the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Designated Event Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Repurchase Date, Designated Event Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest, Contingent Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest, Contingent Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest, including contingent interest and additional interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest, including contingent interest and additional interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding “Outstanding” at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee Company for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding “Outstanding” because the Company or an Affiliate thereof holds is the Holder of the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in conclusively relying upon any such request, demand, authorization, direction, notice, consent, amendment consent or waiver, only Securities which a Responsible Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any Affiliate of the Company. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof). If a Security is replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserdetermination. If the Paying Agent (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturitythe final Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that datedate in full, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, if such Securities 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 madeOutstanding.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 or 2.10 hereof and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07 hereof, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest (including Contingent Cash Interest), if any, or cash interest on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest (including Contingent Cash Interest), if any, or provision therefor satisfactory cash interest shall cease to the Trustee has been madeaccrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced or paid pursuant to Section 2.92.07 (other than a mutilated Security surrendered for replacement), it the replaced or paid Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced or paid Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.07. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Repurchase Date or at maturitya Designated Event Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after on or as of such Redemption Date, Repurchase Date, Designated Event Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest (if any) on such Securities shall cease to accrue; provided, that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and interest (if any) shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.7 and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount original principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any other obligor on the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless each of the Company and the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, provided that, if such Securities 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 Security is converted in accordance with Section 10.1, then as of the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security as of such date.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid paid, redeemed or repurchased pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof)determination. If a Security is replaced pursuant to Section 2.92.7, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 10:00 a.m., New York City time, on a Redemption Date, a Repurchase Date, a Change of Control Repurchase Date or at maturityStated Maturity, money as the case may be, cash or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after on such Redemption Date, Repurchase Date, Change of Control Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest and Additional Amounts, if any, on such Securities shall cease to accrue; provided. If a Security is converted in accordance with Article XII, thatthen from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest and Additional Amounts, if any, on such Securities are Security shall cease to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been madeaccrue.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu thereof or which have been paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturityon the Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Principal Amount, Redemption Price or Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent (other than the Company, a Guarantor, a Subsidiary or an Affiliate of any thereof) holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any (including contingent interest, if any), and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any (including contingent interest, if any), and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver or waiver other action hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount, if any, on such Securities shall cease to accrueaccrue and such Securities shall cease to be convertible; provided, that, that if such Securities 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 Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and cash interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite -------- ------- Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor obligor, other than Securities purchased in connection with the distribution or trading thereof, 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof reasonably satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or on the Business Day following a Purchase Date, or on the Business Day following a Change in Control Purchase Date, or at maturityStated Maturity, money or securitiesor, if permitted hereunderby the terms hereof, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and Original Issue Discount and interest, if any (including, if such Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event, interest on such notes), on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any (including, if such Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event, interest on such notes), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding "OUTSTANDING" at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding "OUTSTANDING" because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be Outstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a Security denominated 20 in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced has been paid pursuant to Section 2.92.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding Outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide BONA FIDE purchaser. If the Paying Agent Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities and any coupons thereto appertaining payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding Outstanding and interest interest, if any, on such Securities shall cease to accrue; providedPROVIDED, that, that if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation pursuant to Section 2.10 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company Parent or an any Affiliate thereof of the Parent holds the Security; provided, however, provided that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company Company, the Parent or any other obligor upon the Securities or any Affiliate of the Company Parent or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; and provided further that Securities that the Parent or an Affiliate of the Parent offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to be owned by the Parent or such Affiliate of the Parent until legal title to such Securities passes to the Parent or such Affiliate, as the case may be. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, prior to 11:00 a.m., New York City Time, on a Redemption Date, or on the Business Day following a Repurchase Date or at maturitya Change in Control Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Repurchase Date, Change in Control Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest (including Liquidated Damages, if any) on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, those mutilated, destroyed, lost or stolen Securities referred to in Section 2.08 hereof, those redeemed by the Company pursuant to Article 3 hereof, and those described in this Section 2.10 2.09 as not outstanding. A Security does not cease to be outstanding because the Company or an a Subsidiary or Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities Affiliate or any Affiliate Subsidiary of the Company or such (other obligor than Met-Ed Capital, so long as any of its Preferred Securities are outstanding) shall be disregarded and deemed not to be outstanding; provided, except thatfurther, in determining whether that if the Trustee is making such determination, it shall be protected in relying upon any disregard only such request, demand, authorization, direction, notice, consent, amendment or waiver, only Securities which a Responsible Officer of the Trustee actually as it knows to be so owned by the Company or any Affiliate or Subsidiary thereof. Securities owned by Met-Ed Capital shall be deemed to be outstanding, so disregardedlong as any of its Preferred Securities are outstanding. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI 3, 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.09, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent (other than the Company) holds, in accordance with this Indenture, whenever payment of principal on the Securities is due, whether at Stated Maturity, upon acceleration or on a Redemption Date or at maturityDate, money or securities, if permitted hereunder, sufficient to pay the Securities payable on that date, then immediately after on the date of Stated Maturity, upon acceleration or on such Redemption Date or maturityDate, as the case may be, such Securities shall cease to be outstanding outstanding, and interest interest, if any, on such Securities shall cease to accrue; provided, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 12 If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Fundamental Change Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Fundamental Change Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article X, then from and after the Conversion Date, such Security shall cease to be outstanding and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those or purchased and delivered to it for cancellation pursuant to Section 2.10 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement Security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Repurchase Date or at maturitya Fundamental Change Redemption Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Repurchase Date, Fundamental Change Redemption Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and interest shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding "Outstanding" at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding "Outstanding" because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereofIX). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be Outstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a Security denominated in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced has been paid pursuant to Section 2.92.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding Outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide BONA FIDE purchaser. If the Paying Agent Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities and any coupons thereto appertaining payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding Outstanding and interest interest, if any, on such Securities shall cease to accrue; providedPROVIDED, that, that if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 hereof and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07 hereof, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount or any cash interest on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount or provision therefor satisfactory cash interest shall cease to the Trustee has been madeaccrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding "Outstanding" at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding "Outstanding" because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be Outstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2 and (ii) the Principal Amount of a Security denominated in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such 48 40 Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced has been paid pursuant to Section 2.92.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding Outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities and any coupons thereto appertaining payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding Outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite -------- ------- Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor obligor, other than Securities purchased in connection with the distribution or trading thereof, 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof reasonably satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or on the Business Day following a Purchase Date, or on the Business Day following a Change in Control Purchase Date, or at maturityStated Maturity, money or securitiesor, if permitted hereunderby the terms hereof, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and Original Issue Discount and interest, if any (including, if such Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event, interest on such notes), on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any (including, if such Securities have been converted to semiannual coupon notes following the occurrence of a Tax Event, interest on such notes), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee (including any Security represented by a Global Security) except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation reductions in the interest in a Global Security effected by the Registrar hereunder and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding outstanding, unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide BONA FIDE purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or a Change in Control Purchase Date, or at maturityStated Maturity, money or securitiesor, if permitted hereunderby the terms hereof including, without limitation, Section 3.08, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, PROVIDED that if such Securities 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 Security is converted in accordance with Article 10, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities beneficially owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor obligor, other than Securities purchased in connection with the distribution or trading thereof, 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof reasonably satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or on the Business Day following a Purchase Date, or on the Business Day following a Change in Control Purchase Date, or at maturityStated Maturity, money or securitiesor, if permitted hereunderby the terms hereof, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and the Contingent Principal Amount of the Securities, will cease to increase, and contingent interest (if any) on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the Conversion Date such Security shall cease to be outstanding and the Contingent Principal Amount of the Securities, will cease to increase, and contingent interest (if any) shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, those mutilated, destroyed, lost or stolen Securities referred to in Section 2.08 hereof, those redeemed by the Company pursuant to Article 3 hereof, and those described in this Section 2.10 2.09 as not outstanding. A Security does not cease to be outstanding because the Company or an a Subsidiary or Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities Affiliate or any Affiliate Subsidiary of the Company or such (other obligor than Penelec Capital, so long as any of its Preferred Securities are outstanding) shall be disregarded and deemed not to be outstanding; provided, except thatfurther, in determining whether that if the Trustee is making such determination, it shall be protected in relying upon any disregard only such request, demand, authorization, direction, notice, consent, amendment or waiver, only Securities which a Responsible Officer of the Trustee actually as it knows to be so owned by the Company or any Affiliate or Subsidiary thereof. Securities owned by Penelec Capital shall be deemed to be outstanding, so disregardedlong as any of its Preferred Securities are outstanding. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI 3, 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent (other than the Company) holds, in accordance with this Indenture, whenever payment of principal on the Securities is due, whether at Stated Maturity, upon acceleration or on a Redemption Date or at maturityDate, money or securities, if permitted hereunder, sufficient to pay the Securities payable on that date, then immediately after on the date of Stated Maturity, upon acceleration or on such Redemption Date or maturityDate, as the case may be, such Securities shall cease to be outstanding outstanding, and interest interest, if any, on such Securities shall cease to accrue; provided, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI and IX hereofIX). If a Security is replaced or paid pursuant to Section 2.92.07 (other than a mutilated Security surrendered for replacement), it the replaced or paid Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced or paid Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.07. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Repurchase Date or at maturitya Designated Event Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after on or as of such Redemption Date, Repurchase Date, Designated Event Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest (if any) on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article X, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and interest (if any) shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Designated Event Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date or maturityDate, as the Repurchase Date, Designxxxx Xxxxx Xxxxxxxxxx Xxxx xx Xxxxxx Xxxxxxxx, xx xxe case may be, such Securities shall cease to be outstanding and interest Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; providedPROVIDED, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and Contingent Cash Interest on such Securities shall cease to accrue; provided, that, that if such Securities 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 madegiven pursuant to this Indenture. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and Contingent Cash Interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following the Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest (including contingent interest), if any, on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and Original Issue Discount and interest (including contingent interest), if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding Outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstandingOutstanding. The Securities shall cease to be Outstanding upon the satisfaction and discharge of the Indenture pursuant to Article Eight. A Security does not cease to be outstanding Outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstandingOutstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding Outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI Six and IX hereofNine). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding Outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserProtected Purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding Outstanding and interest on such Securities Original Issue Discount and contingent interest, if any, shall cease to accrue. Securities for whose payment or redemption money, Common Stock or other securities in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities shall be deemed to be no longer Outstanding; provided, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor therefore satisfactory to the Trustee has been mademade or, if the Securities are to be purchased, a Purchase Notice shall have been duly given and not be subject to withdrawal. If a Security is converted in accordance with Article Ten, then from and after the time of conversion on the date of conversion, such Security shall cease to be Outstanding and Original Issue Discount and contingent interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any (including contingent interest, if any), on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any (including contingent interest, if any), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee (including any Security represented by a Global Security) except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation reductions in the interest in a Global Security effected by the Registrar hereunder and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securitiesor, if permitted hereunderby the terms hereof including, without limitation, Section 3.08, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); providedPROVIDED, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding “Outstanding” at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee Company for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding “Outstanding” because the Company or an Affiliate thereof holds is the Holder of the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in conclusively relying upon any such request, demand, authorization, direction, notice, consent, amendment consent or waiver, only Securities which a Responsible Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any Affiliate of the Company. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof)determination. If a Security is replaced pursuant to Section 2.9, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this IndentureIf, on the final Stated Maturity for a Redemption Date or at maturityseries of Securities, the Company has irrevocably deposited money or securities, if permitted hereunder, into the FBO Account sufficient to pay such Securities payable on that datein full, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest on such Outstanding. In addition, each series of New Securities shall cease to accruebe Outstanding if the Company, pursuant to Section 3.06(a), has written off in full all unpaid principal and interest on the Corresponding Borrower Loan and has notified the Trustee of such action; provided, that, if such Securities are to be redeemed, notice of such redemption that in the event the Company has been duly given pursuant to this Indenture or provision therefor satisfactory written off in full all unpaid principal and interest on a Borrower Loan prior to the Trustee has been madeFinal Maturity Date of the related series of New Securities, such series of New Securities shall remain Outstanding until the Final Maturity Date thereof.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.06 and those described in this Section 2.10 2.07 as not outstanding. A Subject to Section 2.08, a Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company Company, or any other obligor upon the Securities Securities, or any Affiliate of the Company or such other obligor 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, amendment consent or waiver, only Securities which a Responsible Trust Officer of the Trustee actually knows has actual knowledge or has received written notice to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.06, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the any Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following the Purchase Date, or on the Business Day following a Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, and those described in this Section 2.10 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.7, the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser unaware that such Security has been replaced. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; and, provided further, that Securities that the Company or an Affiliate offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to be owned by the Company or an Affiliate until legal title to such Notes passes to the Company or such Affiliate, as the case may be. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI and IX hereof)determination. If a Security is replaced pursuant to Section 2.92.7, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with the terms of this Indenture, prior to 11:00 a.m., New York City time, on a Redemption Purchase Date, a Fundamental Change Purchase Date or at maturityStated Maturity, money as the case may be, cash or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after on such Redemption Purchase Date, Fundamental Change Purchase Date 22 or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, Additional Amounts and Additional Interest, if any, on such Securities shall cease to accrue; provided. If a Security is converted in accordance with ARTICLE XII, thatthen, from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest, Additional Amounts and Additional Interest, if any, on such Securities are Security shall cease to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been madeaccrue.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those 2.7 delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Issue Discount and interest, if any, on such Securities shall cease to accrueaccrete; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Issue Discount and interest, if any, shall cease to accrete or accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 hereof and delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company Company, the Guarantor or any other obligor upon the Securities or any Affiliate of the Company Company, the Guarantor or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI Article 6 and IX hereofArticle 9). If a Security is replaced pursuant to Section 2.92.7 hereof, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and Original Issue Discount and interest (including Contingent Cash Interest), if any, or cash interest on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 12, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest (including Contingent Cash Interest), if any, or provision therefor satisfactory cash interest shall cease to the Trustee has been madeaccrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 and delivered to it for cancellation cancellation, and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securitiessecurities (including Common Stock), if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and outstanding, interest on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate other than the right of such Holder to receive payment for such Security upon delivery of such Security in accordance with the terms of this Indenture; provided, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to the Trustee has been madebe outstanding and interest shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or at maturitya Fundamental Change Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that datedate (including, in the case of a Fundamental Change Repurchase Date, any Make-Whole Premium), then immediately after such Redemption Date, Repurchase Date, Fundamental Change Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid replaced pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserprotected purchaser (as defined in Article 8 of The Uniform Commercial Code). If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and Contingent Cash Interest, if applicable, on such Securities shall cease to accrue; provided, that, that if such Securities 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 madegiven pursuant to this Indenture. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount, and Contingent Cash Interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.7, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaserpurchaser unaware that such Security has been replaced. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, including additional interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest, including additional interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, those mutilated, destroyed, lost or stolen Securities referred to in Section 2.08 hereof, those redeemed by the Company pursuant to Article 3 hereof, and those described in this Section 2.10 2.09 as not outstanding. A Security does not cease to be outstanding because the Company or an a Subsidiary or Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities Affiliate or any Affiliate Subsidiary of the Company or such (other obligor than Met-Ed Capital, so long as any of its Preferred Securities are outstanding) shall be disregarded and deemed not to be outstanding; provided, except thatfurther, in determining whether that if the Trustee is making such determination, it shall be protected in relying upon any disregard only such request, demand, authorization, direction, notice, consent, amendment or waiver, only Securities which a Responsible Officer of the Trustee actually as it knows to be so owned by the Company or any Affiliate or Subsidiary thereof. Securities owned by Met-Ed Capital shall be deemed to be outstanding, so disregardedlong as any of its Preferred Securities are outstanding. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI 3, 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent (other than the Company) holds, in accordance with this Indenture, whenever payment of principal on the Securities is due, whether at Stated Maturity, upon acceleration or on a Redemption Date or at maturityDate, money or securities, if permitted hereunder, sufficient to pay the Securities payable on that date, then immediately after on the date of Stated Maturity, upon acceleration or on such Redemption Date or maturityDate, as the case may be, such Securities shall cease to be outstanding outstanding, and interest interest, if any, on such Securities shall cease to accrue; provided, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Interest, Contingent Interest and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Interest, Contingent Interest and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.07 delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount, Contingent Cash Interest and Contingent Additional Principal, if applicable, on such Securities shall cease to accrue; provided, that, that if such Securities 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 madegiven pursuant to this Indenture. If a Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount, Contingent Cash Interest, if any, and Contingent Additional Principal, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, provided that, if such Securities 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 Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding "Outstanding" at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstandingout- standing. A Security does not cease to be outstanding "Outstanding" because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities Securi- ties outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, the Principal Amount of a Discount Security that shall be deemed to be Outstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2. If a Security is replaced has been paid pursuant to Section 2.92.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation cancellation, those referred to in Section 2.07 or purchased by Mark IV pursuant to Section 4.11 and those described in this Section 2.10 as 2.00 xx not outstanding. A Security does not cease to be outstanding because the Company Mark IV or an Affiliate thereof holds the Security; providedPROVIDED, howeverHOWEVER, that in xxxx xn determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or Mark IV, any other obligor upon the Securities or any Affiliate of the Company or Marx XX xx such other obligor shall be disregarded and deemed not to be outstandingbx xxxxxanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, amendment consent or waiver, only Securities which a Responsible Officer the Trustee knows based upon an examination of the Trustee actually knows Register to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, including determinations pursuant to Articles VI 7 and IX hereof10). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent (other than Mark IV) holds, in accordance with this Indenture, on a Redemption Date or at maturity, money or securities, if permitted hereunder, sufficient xxxxxxxent to pay the Securities payable on that date, then immediately after such Redemption Date or maturity, as on the case may be, date of maturity such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.9, those 2.10 and delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Original Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it the replaced Security ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it each of them that the replaced Security is held by a bona fide purchaserProtected Purchaser unaware that such Security has been replaced, in which case the replacement security shall be deemed not to be outstanding. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and the Variable Principal Amount of such Securities, shall cease to increase, and cash interest (if any) on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and the Trustee has been madeVariable Principal Amount of such Security shall cease to increase, and cash interest (if any) shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee Trustee, except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation pursuant to Section 2.10 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay amounts owed with respect to Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, if any (including contingent interest, if any), and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, provided that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and interest, if any (including contingent interest, if any), shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid delivered to it pursuant to Section 2.9, those delivered to it 2.07 for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof of the Company holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.07. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest contingent interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Indenture. If a Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and contingent interest, if any, shall cease to accrue on such Security, whether or provision therefor satisfactory not the Security is delivered to the Trustee has been madePaying Agent.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding "Outstanding" at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee for such series except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding "Outstanding" because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be Outstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a Security denominated in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced has been paid pursuant to Section 2.92.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities and any coupons thereto appertaining payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.7, those delivered to it for cancellation and those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. The Trustee shall have no affirmative duty to inquire or investigate as to whether the Company owns any Securities. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof)8). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest interest, including Additional Amounts, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 9, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest, including Additional Amounts, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change in Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by itit or delivered to it for cancellation, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.08 and those described in this Section 2.10 2.09 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of the outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If Unless the Company defaults in making the applicable payment, if the Paying Agent holds, in accordance with this Indenture, on a or prior to the Business Day following the Designated Event Purchase Date, on or prior to any Redemption Date or at maturityon the Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Designated Event Purchase Date, Redemption Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided. If a Security is converted in accordance with Article 10, thatthen from and after the time of conversion on the Conversion Date, if such Securities are Security shall cease to be redeemed, notice of outstanding and interest shall cease to accrue on such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been madeSecurity.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled canceled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Fundamental Change Redemption Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest Original Issue Discount and interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after such conversion such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by itit or delivered to it for cancellation, those paid pursuant to Section 2.9, those delivered to it for cancellation 2.07 and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount at Maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide protected purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following the Purchase Date or at maturitya Change in Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date or maturity, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, if such Securities 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.Securities

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount at maturity of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date, or on the Business Day following a Purchase Date or at maturitya Change of Control Purchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Purchase Date, Change of Control Purchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest Original Issue Discount and Liquidated Damages, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and Original Issue Discount and Liquidated Damages, if any, shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a any series outstanding "Outstanding" at any time are are, as of the date of determination, all the Securities of such series theretofore authenticated by the Trustee for such series except for those cancelled by it, those paid pursuant to Section 2.9, those delivered to it for cancellation and those described in this Section 2.10 as not outstanding. A Security does not cease to be outstanding "Outstanding" because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment consent or waiver, only Securities which a Responsible Trust Officer of the Trustee actually knows to be so owned shall be so disregardeddisre garded. Securities 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 Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). In addition, in determining whether the Holders of the requisite Principal Amount of Outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the Principal Amount of a Discount Security that shall be deemed to be Outstanding shall be the amount of the Principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the Principal Amount of a Security denominated in a foreign currency or currencies shall be the Dollar equivalent, as determined on the date of original issuance of such Security, of the Principal Amount (or, in the case of a Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security. If a Security is replaced has been paid pursuant to Section 2.92.9 or in exchange for or in lieu of which another Security has been authenticated and delivered pursuant to this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent Trustee (other than the Company) holds, in accordance with this Indenture, on a Redemption Date or at maturityon Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities and any coupons thereto appertaining payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and interest interest, if any, on such Securities shall cease to accrue; provided, that, that if such Securities 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.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, mutilated, destroyed, lost or stolen Securities for which the Trustee has authenticated and delivered a new Security in lieu therefor pursuant to Section 2.07, those paid pursuant to Section 2.92.07, those delivered to it for cancellation and those described in this Section 2.10 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite -------- ------- Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment consent or waiver hereunder, Securities beneficially owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor obligor, other than Securities purchased in connection with the distribution or trading thereof, 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, amendment consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 6 and IX hereof9). If a Security is replaced pursuant to Section 2.92.07, it ceases to be outstanding unless the Trustee receives proof reasonably satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or on the Business Day following a Purchase Date, or on the Business Day following a Change in Control Purchase Date, or at maturityStated Maturity, money or securitiesor, if permitted hereunderby the terms hereof, securities sufficient to pay the Securities payable on that date, then immediately on and after such Redemption Date or maturity, as the case may be, that date such Securities shall cease to be outstanding and Original Issue Discount and contingent interest (if any) on such Securities shall cease to accrueaccrue and all other rights of the Holder shall terminate (other than the right to receive the applicable Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, upon delivery of the Security in accordance with the terms of this Indenture); provided, that, that if such Securities 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 Security is converted in accordance with Article 11, then from and after the Conversion Date such Security shall cease to be outstanding and Original Issue Discount and contingent interest (if any) shall cease to accrue on such Security.

Outstanding Securities; Determinations of Holders' Action. Securities of a series outstanding at any time are all the Securities of such series authenticated by the Trustee except for (i) those cancelled by it, (ii) those paid pursuant to Section 2.92.7, (iii) those delivered to it for cancellation and (iv) those described in this Section 2.10 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount principal amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent, amendment waiver, or waiver other Act hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or 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, amendment waiver or waiverother Act, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles VI 4 and IX hereof7). If a Security is replaced pursuant to Section 2.92.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. If the Paying Agent holds, in accordance with this Indenture, on a Redemption Date Date, or at maturityon the Business Day following a Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay Securities payable on that date, then immediately after such Redemption Date, Repurchase Date or maturityStated Maturity, as the case may be, such Securities shall cease to be outstanding and interest on such Securities shall cease to accrue; provided, that, that if such Securities 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 Security is converted in accordance with Article 12, then from and after the time of conversion on the date of conversion, such Security shall cease to be outstanding and interest shall cease to accrue on such Security.