Common use of Discharge of Liability on Notes; Defeasance Clause in Contracts

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year year, or the Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders money U.S. dollars in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject Any Note Guarantees and this Indenture will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, as to all outstanding Notes when (i)(x1) either (a) all the Company delivers Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Trustee for cancellation; or (b) all outstanding Notes (other than Notes replaced pursuant not previously delivered to Section 2.07 hereof) the Trustee for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely (or such entity designated by the Trustee for the benefit of the Holders money in U.S. dollarsthis purpose) money, non-callable U.S. Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein relating to the satisfaction and discharge of under this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and at the cost and expense of the Company(3)).

Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofa series of Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant of such series that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or will (B) the Notes of such series shall become due and payable at their Stated Maturity within one year year, or the Notes of such series are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes of such Notes not theretofore delivered series, including interest thereon to the Trustee for cancellation for principal and premium, if anymaturity or such Redemption Date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or any guarantor, if applicable, pays all other sums payable hereunder by the Guarantor has paid or caused Company and any guarantor, if applicable, then this Indenture shall, subject to Section 8.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (or any guarantor, if applicable, accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Notes Security Documents will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds agent by it for this purpose), cash in trust solely for the benefit of the Holders money in U.S. dollars, nondollars or dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers all outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes that have been replaced or paid) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders, or upon as a result of the mailing or electronic delivery of a notice of redemption or will pursuant to Article III hereof, (B) shall become due and payable at their Stated Maturity within one year year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer, and, in each case of this clause (ii), the Company Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of (immediately available to the Holders money in the case of clause (ii)(A)) in U.S. dollarsdollars in an amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default the Issuer or Event of Default shall have occurred any Guarantor pays all other sums payable hereunder by the Issuer and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofGuarantors, or constitute a default underthen this Indenture shall, any other instrument subject to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Section 8.1(e), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate from the Issuer and an Opinion of Counsel stating from the Issuer that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year year, or the Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarssufficient to pay at maturity or upon redemption all outstanding Notes, non-callable U.S. Government Securitiesincluding interest thereon to maturity or such Redemption Date, or a combination thereofand if, in such amounts as will be sufficient without consideration the case of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of), or constitute a default under, any other instrument to which the Company or the Guarantor is a party or any guarantor, if applicable, pays all other sums payable hereunder by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused and any guarantor, if applicable, then this Indenture shall, subject to Section 8.01(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (or any guarantor, if applicable, accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified provided herein relating to the for satisfaction and discharge of this Indenture have been complied with) and with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company Issuer delivers to the Trustee all outstanding Notes that have been authenticated (other than lost, stolen or destroyed Notes replaced or paid pursuant to Section 2.07 hereofthe terms of this Indenture and Notes for which payment money has been deposited in trust and thereafter repaid to the Issuer) for cancellation or (yii) (A) all outstanding Notes not theretofore previously delivered to the Trustee for cancellation have become due and payablepayable by reason of maturity, whether at maturity or upon the giving of a notice of redemption or otherwise, will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name and at the expense of the Company Issuer’s expense, and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsHolders, non-callable cash, U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iiiB) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture and with respect to the Notes; and (ivC) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be, then then, this Indenture and all of the Issuer’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer shall be deemed to have satisfied and discharged this Indenture and all of its obligations in respect of the Notes. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all other sums due under this Indenture to the Trustee.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders of the applicable series of Notes hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes of such series when (1) either (a) all the Notes of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all the Notes of such series not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on the Notes of such Notes series not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and with respect to the applicable series of Notes (and, in the case of a discharge of this Indenture, all series of Notes); and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such Notes series at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture or the applicable series of Notes, as the case may be, have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) the Company delivers this Indenture shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation have become (x) due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in Dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemption, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor, (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of (iv) such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any other Restricted Subsidiary of the Guarantor Company is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any other Restricted Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all Notes not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under the Indenture to the Trustees.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuer has paid or caused to be paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or will become due and payable otherwise or (2) mature within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee in the name and at the expense of the Company and the Company or the Guarantor Issuer irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts sufficient, as will be sufficient confirmed, certified or attested by an Independent Financial Advisor, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption principal and of, premium, if any, and accrued interest on all outstanding Notes, including interest thereon to the date of maturity or redemptionsuch redemption date (other than Notes replaced pursuant to Section 2.07), (iiC) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or Event of Default shall have the Notes issued hereunder has occurred and be is continuing on the date of such the deposit, (D) the deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor Issuer is a party or by which the Company or the Guarantor Issuer is bound; , and (iiiE) the Company Issuer pays or the Guarantor has paid or caused causes to be paid all other sums payable hereunder by it under the Issuer, then this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions shall, subject to the Trustee under this Indenture Section 8.01(c), cease to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereofand Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofthereof of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.

Discharge of Liability on Notes; Defeasance. (a) Subject The Note Guarantee and this Indenture will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, as to all outstanding Notes of a series when (i)(x1) either (a) all the Company delivers Notes of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Trustee for cancellation; or (b) all outstanding Notes (other than Notes replaced pursuant of such series not previously delivered to Section 2.07 hereof) the Trustee for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely (or such entity designated by the Trustee for the benefit of the Holders money in U.S. dollarsthis purpose) money, non-callable U.S. Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes of such Notes series not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and with respect to the NotesNotes of such series; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein relating to the satisfaction and discharge of under this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and at the cost and expense of the Company(3)).

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders of the Notes hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all the Notes not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, (ii) no Default or Event as the case may be; provided, that upon any redemption that requires the payment of Default the Applicable Premium, the amount deposited shall have occurred and be continuing on sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of such deposit the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or shall occur as a result prior to the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundredemption; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and with respect to the Notes; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof(x) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to Article V and the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and Parent, the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, as the case may be; provided that, with respect to any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and (other than a default resulting from borrowing of funds to be applied to such deposit will not result in a breach or violation of, or constitute a default under, and the grant of any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundLien securing such borrowing); (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it the Company on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders of the applicable series of Notes hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes of a series when (1) either (a) all the Notes of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all the Notes of such series not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on the Notes of such Notes series not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and with respect to the applicable series of Notes (and, in the case of a discharge of this Indenture, all series of Notes); and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such Notes series at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture or the applicable series of Notes, as the case may be, have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders of the Notes hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all the Notes not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, (ii) no Default or Event as the case may be; provided, that upon any redemption that requires the payment of Default the Applicable Premium, the amount deposited shall have occurred and be continuing on sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such deposit amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or shall occur as a result prior to the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundredemption; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and with respect to the Notes; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company Issuer delivers to the Trustee all outstanding Notes of a Series that have been authenticated (other than lost, stolen or destroyed Notes of such Series replaced or paid pursuant to Section 2.07 hereofthe terms of this Indenture and Notes of such Series for which payment money has been deposited in trust and thereafter repaid to the Issuer) for cancellation or (yii) (A) all outstanding Notes of such Series not theretofore previously delivered to the Trustee for cancellation have become due and payablepayable by reason of maturity, whether at maturity or upon the giving of a notice of redemption or otherwise, will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name and at the expense of the Company Issuer’s expense, and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsHolders, non-callable cash, U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on the Notes of such Notes Series not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iiiB) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture and with respect to the NotesNotes of such Series; and (ivC) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such Notes Series at maturity or the Redemption Dateredemption date, as the case may be, then then, with respect to such Series of Notes, this Indenture and all of the Issuer’s obligations in respect of the Notes of such Series shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer shall be deemed to have satisfied and discharged this Indenture with respect to the Notes of such Series and all of its obligations in respect of the Notes of such Series. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all other sums due under this Indenture to the Trustee or to Holders of any other Series of Notes.

Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, when (i)(x) the Company delivers as to the Trustee all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes replaced pursuant and certain Notes for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuers) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee or Paying Agent in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely (or another entity designated by the Trustee for the benefit of the Holders money in this purpose) U.S. dollars, nondollars or U.S. dollar-callable U.S. denominated Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be sufficient an amount sufficient, without consideration of any reinvestment of interest reinvestment, to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the funds deposited money toward towards the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuers have delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this Section 8.01). If requested in writing by the Issuers, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to Euroclear or Clearstream’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost and expense of the Companyor any further premium on such amounts.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofEuros, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders thereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuers) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds agent by it for this purpose), cash in trust solely for the benefit of the Holders money in U.S. dollars, nondollars or dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuers have delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.;

Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers all outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes that have been replaced or paid) have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (yii) all outstanding Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) shall become due and payable at their Stated Maturity within one year year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and the Company Issuers, and, in each case of this clause (ii), an Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of (immediately available to the Holders money in the case of clause (ii)(A)) in U.S. dollarsdollars in an amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the written opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default an Issuer or Event of Default shall have occurred any Guarantor pays all other sums payable hereunder by the Issuers and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofGuarantors, or constitute a default underthen this Indenture shall, any other instrument subject to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuers accompanied by an Officer’s Officers’ Certificate from the Issuers and an Opinion of Counsel stating from the Issuers that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders of the Notes hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all the Notes not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the 140 giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, (ii) no Default or Event as the case may be; provided, that upon any redemption that requires the payment of Default the Applicable Premium, the amount deposited shall have occurred and be continuing on sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of such deposit the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or shall occur as a result prior to the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundredemption; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and with respect to the Notes; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(xi) the Company delivers to the Trustee either (x) all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and such Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company Issuer, and the Company Issuer or the any Guarantor has irrevocably deposits deposited or causes caused to be irrevocably deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient sufficient, in the opinion of an accounting, appraisal or investment banking firm of national standing, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of final maturity or redemptionredemption (provided that if such redemption is made as provided in the fifth paragraph of paragraph 5 of the form of Note attached hereto as Exhibit A, (1) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such date); (ii) in respect of clause (i)(y), no Default or Event of Default shall have has occurred and be is continuing on the date of such the deposit (other than a Default or shall occur as a result Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either the Company Issuer or the any Guarantor is a party or by which either the Company Issuer or the any Guarantor is boundbound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at final maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, which may be subject to customary assumptions and exclusions, stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1).

Discharge of Liability on Notes; Defeasance. (a) Subject Any Note Guarantees, this Indenture and the Security Documents will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, as to all outstanding Notes when (i)(x1) either (a) all the Company delivers Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Trustee for cancellation; or (b) all outstanding Notes (other than Notes replaced pursuant not previously delivered to Section 2.07 hereof) the Trustee for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds money, European Government Obligations (in trust solely for the benefit case of the Holders money in U.S. dollarsEuro Notes), non-callable U.S. Government SecuritiesObligations (in the case of the Dollar Notes), or a combination thereof, as applicable, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein relating to the satisfaction and discharge of under this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and at the cost and expense of the Company(3)).

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Early Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereofor paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon the satisfaction of the foregoing conditions and upon the request of the Company, the Trustee shall acknowledge satisfaction and discharge subject to its receipt of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating and an Officers’ Certificate shall acknowledge in writing that all conditions precedent specified herein relating this Indenture, subject to the satisfaction Section 8.01(c), ceases to be of further force and discharge of this Indenture have been complied with) and at the cost and expense of the Companyeffect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) the Company delivers this Indenture shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation (x) have become due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in Dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemptionredemption date, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor, and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of that such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company or any other Restricted Subsidiary of the Guarantor Company is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any other Restricted Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to | the Company or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon redemption payable or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for by reason of the giving of a notice of redemption by the Trustee in the name and at the expense of the Company or otherwise, and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiuminterest on, if any, and accrued interest the Notes to the date of maturity Stated Maturity or redemptionredemption (provided that if such redemption is made as provided in Section 5 of the Notes set forth in Exhibit A hereto based on an “Applicable Premium”, (iix) no Default the amount of cash in U.S. dollars, Government Securities, or Event a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of Default shall have occurred and be continuing on the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date (the “Applicable Premium Deficit”) as necessary to pay the Applicable Premium as determined by such Redemption Date); provided any Applicable Premium Deficit shall occur as a result be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such deposit Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddischarge); (iiiii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iviii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or on the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes that have been authenticated , (other than Notes replaced pursuant to Section 2.07 hereof2.7 or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making of a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable at their Stated Maturity within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds funds, in trust solely for the benefit of the Holders money Holders, in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity Stated Maturity or redemptionthe applicable Redemption Date, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, one or more agreements or instruments pursuant to which there is outstanding indebtedness for money borrowed by the Company or any other instrument of its Restricted Subsidiaries in an aggregate principal amount in excess of $10.0 million or, in the case of a revolving credit facility, pursuant to which the Company or any of its Restricted Subsidiaries may make aggregate borrowings in excess of $10.0 million (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity the Stated Maturity or the applicable Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), be discharged and cease to be of further effect and the Xxx Legacy Collateral and the Pulitzer Collateral shall be released from all Liens in favor of the Collateral Agent for the benefit of the Holders all Subsidiary Guarantees shall be released and the Company (accompanied by and the Subsidiary Guarantors shall be released from all of their obligations under this Indenture, the Notes and the Subsidiary Guarantees and, as they relate to this Indenture, the Collateral Documents, the Notes and the Subsidiary Guarantees, the Xxx Xxxx Passu Intercreditor Agreement, the Xxx Xxxxxx Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement. In addition, the Company shall deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions, limitations and exclusions) to the Trustee stating that all conditions precedent specified herein relating set forth in this Indenture to the such satisfaction and discharge of pursuant to this Indenture Section 8.1(a) have been complied with) and at the cost and expense of the Companysatisfied.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuers have paid or caused to be paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or will become due and payable otherwise or (2) mature within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee in the name and at the expense of the Company and the Company or the Guarantor Issuers irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts sufficient, as will be sufficient confirmed, certified or attested by an Independent Financial Advisor, without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption principal and of, premium, if any, and accrued interest on all outstanding Notes, including interest thereon to the date of maturity or redemptionsuch redemption date (other than Notes replaced pursuant to Section 2.07), (iiC) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or Event of Default shall have the Notes issued hereunder has occurred and be is continuing on the date of such the deposit, (D) the deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor any Issuer is a party or by which the Company or the Guarantor any Issuer is bound; , and (iiiE) the Company Issuers pay or the Guarantor has paid or caused cause to be paid all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions shall, subject to the Trustee under this Indenture Section 8.01(c), cease to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Company (Issuers accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, payable whether at maturity or upon redemption pursuant to Article V hereof, or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it to the Trustee under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject When (i) (x) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to Section 8.01(b) hereofthe Issuer or discharged from such trust, when (i)(x) the Company delivers have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and (other than a default resulting from borrowing of funds to be applied to such deposit will not result in a breach or violation of, or constitute a default under, and the grant of any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundLien securing such borrowing); (iii) the Company Issuer or the any Guarantor has paid or caused to be paid all sums payable by it the Issuer on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereof2.08 and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor Issuer irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or the any Guarantor is a party or by which the Company Issuer or the any Guarantor is bound; (iii) the Company Issuer or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company Issuer (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Issuer, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.

Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, when (i)(x) the Company delivers as to the Trustee all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes replaced pursuant and certain Notes for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuers) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee or Paying Agent in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely (or another entity designated by the Trustee for the benefit of the Holders money in this purpose) U.S. dollars, nondollars or U.S. dollar-callable U.S. denominated Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be sufficient an amount sufficient, without consideration of any reinvestment of interest reinvestment, to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the funds deposited money toward towards the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuers have delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this Section 8.01). If requested in writing by the Issuers, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to DTC’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost and expense of the Companyor any further premium on such amounts.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.10) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company Issuers or the any Note Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company either Issuer or the any Note Guarantor is a party or by which the Company either Issuer or the any Note Guarantor is bound; (iii) the Company Issuers or the any Note Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuers (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture, the Trustee applicable Security Documents and all of the Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged this Indenture, the applicable Security Documents (including that all Collateral is released from the Lien securing the Notes) and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture and the applicable Security Documents (including that all Collateral is released from the Lien securing the Notes) on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under this Indenture to the Trustees and the Notes Collateral Agent.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) the Company delivers this Indenture shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation have become (x) due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in Dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemption, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor, (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of (iv) such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other instrument than this Indenture) to which the Company or any other Restricted Subsidiary of the Guarantor Company is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any other Restricted Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company Issuer delivers to the Trustee all outstanding authenticated Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9 and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable whether at maturity or upon redemption pursuant to Article V hereof, or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V and the Company Issuer or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor Issuer is a party or by 108 which the Company or the Guarantor Issuer is bound; (iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it to the Trustee under this Indenture and the Notes; and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereof306 of the Base Indenture and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered by the Company to the Trustee for cancellation or (yB) all outstanding Notes that have not theretofore been delivered by the Company to the Trustee for cancellation have become due and payable, whether at maturity Maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three hereof and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest (including Additional Interest, if any) to the date of maturity Maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Maturity or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, when (i)(x) the Company delivers as to the Trustee all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes replaced pursuant and certain Notes for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee or Paying Agent in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely (or another entity designated by the Trustee for the benefit of the Holders money in this purpose) U.S. dollars, nondollars or U.S. dollar-callable U.S. denominated Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be sufficient an amount sufficient, without consideration of any reinvestment of interest reinvestment, to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the funds deposited money toward towards the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and at the cost and expense (3) of the Company.this ​ ​ ​

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) the Company delivers this Indenture shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation have become (x) due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in Dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemption, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor, (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of (iv) such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Restricted Subsidiary of the Guarantor Company is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any Restricted Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders thereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuers) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers 108 have irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds agent by it for this purpose), cash in trust solely for the benefit of the Holders money in U.S. dollars, nondollars or dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuers have delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s 's Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b8.1(c) hereof, this Indenture will cease to be of further effect as to all Notes issued hereunder when (i)(xi) either (x) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Issuer, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity payable by reason of the sending of a notice of redemption or upon redemption otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofof cash in U.S. dollars and Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of final maturity or redemption, (ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such the deposit or shall will occur as a result of the deposit other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and such the deposit will not result in a breach or 109 violation of, or constitute a default under, any other material instrument to which the Company Issuer or the Guarantor any Restricted Subsidiary is a party or by which the Company Issuer or the Guarantor any Restricted Subsidiary is bound; , (iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums then payable by it under this Indenture and the Notes; Indenture, and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) the Company delivers this Indenture shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation have become due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in United States dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemption, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor and (iii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of that such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company, any Subsidiary Guarantor or any other Subsidiary of the Company or the Guarantor is a party or by which the Company Company, any Subsidiary Guarantor or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any other Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject Any Note Guarantees, this Indenture and the Security Documents will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, as to all outstanding Notes when (i)(x1) either (a) all the Company delivers Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Trustee for cancellation; or (b) all outstanding Notes (other than Notes replaced pursuant not previously delivered to Section 2.07 hereof) the Trustee for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsmoney, non-callable U.S. Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein relating to the satisfaction and discharge of under this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and at the cost and expense of the Company(3)).

Discharge of Liability on Notes; Defeasance. (a) Subject This Indenture will be discharged and cease to Section 8.01(bbe of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) hereof, when (i)(x) the Company delivers as to the Trustee all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes replaced pursuant and certain Notes for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee or Paying Agent in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely (or another entity designated by the Trustee for the benefit of the Holders money in this purpose) U.S. dollars, nondollars or U.S. dollar-callable U.S. denominated Government SecuritiesObligations, or a combination thereof, as applicable, in such amounts as will be sufficient an amount sufficient, without consideration of any reinvestment of interest reinvestment, to pay and discharge the entire indebtedness on such the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the funds deposited money toward towards the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this Section 8.01). If requested in writing by the Issuer, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to Euroclear or Clearstream’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost and expense of the Companyor any further premium on such amounts.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than except lost, stolen or destroyed Notes which have been replaced or paid pursuant to Section 2.07 hereofand Notes for whose payment money has theretofore been deposited in trust) have been cancelled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation (A) have become due and payable, whether at maturity or upon on a redemption date as a result of the mailing of a notice of redemption or (B) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense of, the Issuer, and, in the case of clause (ii), the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date (and any intervening interest payment between the date of deposit and such maturity or redemption date) (other than Notes replaced or paid pursuant to Section 2.07) and Applicable Premium, if any, and if in either case the Issuer pays all other sums payable under this Indenture, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect; provided that upon any redemption that requires the payment of the Company and Applicable Premium, the Company or amount deposited shall be sufficient for purposes of this Section 8.01 to the Guarantor irrevocably deposits or causes extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee as trust funds on or prior to the date of redemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in trust solely for the benefit of the Holders money fact paid). Any Applicable Premium Deficit shall be set forth in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore an Officers’ Certificate delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to simultaneously with the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date deposit of such deposit or Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall occur as a result of be applied toward such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations which mature prior to the Payment Date, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture shall, subject to Section 8.1(c) cease to be of further effect. (b) Subject to Sections 8.1(c) and 8.2 the Trustee Company at its option and at any time may terminate (i) all the obligations of the Company under the Notes and this Indenture (“legal defeasance”) or (ii) the obligations of the Company under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9, and the Company may omit to comply with and shall acknowledge satisfaction have no liability in respect of any term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant to any other provision herein or in any other document and discharge such omission to comply with such covenants or provisions shall no longer constitute a Default or an Event of Default under Section 6.1(a)(iii), 6.1(a)(iv), 6.1(a)(v), 6.1(a)(vi), 6.1(a)(vii) (only with respect to its Subsidiaries), 6.1(a)(viii) (only with respect to its Subsidiaries) and 6.1(a)(ix) (clause (ii) being referred to as the “covenant defeasance option”) but except as specified above, the remainder of this Indenture on demand and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 6.1(a)(iii), 6.1(a)(iv), 6.1(a)(v) (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating only with respect to the satisfaction and discharge of this Indenture have been complied withcovenants subject to such covenant defeasance), 6.1(a)(vi), 6.1(a)(vii) and at the cost and expense of the Company.(only with respect to its Subsidiaries), 6.1(a)(viii) (only with respect to its Subsidiaries) or 6.1(a)(ix). 57

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) the Company delivers this Indenture shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation have become (x) due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in United States dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemption, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor, (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of (iv) such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any other Restricted Subsidiary of the Guarantor Company is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any other Restricted Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon redemption payable or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for by reason of the giving of a notice of redemption by the Trustee in the name and at the expense of the Company or otherwise, and the Company or the any Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest interest, in the opinion of an accounting, appraisal or investment banking firm of national standing (in the case of non-callable 91 Government Securities), to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiuminterest on, if any, and accrued interest the Notes to the date of maturity Stated Maturity or redemptionredemption (provided that if such redemption is made as provided in Section 5 of the Notes set forth in Exhibit A hereto based on an “Applicable Premium”, (iix) no Default the amount of cash in U.S. dollars, Government Securities, or Event a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of Default shall have occurred and be continuing on the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date (the “Applicable Premium Deficit”) as necessary to pay the Applicable Premium as determined by such Redemption Date); provided any Applicable Premium Deficit shall occur as a result be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such deposit Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddischarge; (iiiii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iviii) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or on the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof(x) all Notes that have been authenticated, when (i)(x) except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company delivers and thereafter repaid to the Company or discharged from such trust, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.5 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, as the case may be; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and (other than a default resulting from borrowing of funds to be applied to such deposit will not result in a breach or violation of, or constitute a default under, and the grant of any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundLien securing such borrowing); (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it the Company on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject With respect to Section 8.01(b) hereofthe Notes, when (i)(xi) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.07 hereof) the Trustee for cancellation or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or upon as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article III hereof or will (B) the Notes shall become due and payable at their Stated Maturity within one year year, or the Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Company, and, in each case of this clause (ii), the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders money U.S. dollars in U.S. dollarsan amount sufficient, non-callable or U.S. Government SecuritiesObligations, which through the scheduled payment of principal of and interest thereon will be sufficient, or a combination thereofthereof sufficient, without reinvestment, in such amounts as will the opinion of a nationally recognized firm of independent accountants (which need not be sufficient without consideration of any reinvestment of interest provided if only U.S. dollars shall have been deposited), to pay and discharge the entire indebtedness on at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if anyredemption date, and accrued interest to if in the date case of maturity either clause (i) or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or pays all other sums payable hereunder by the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused Company, then this Indenture shall, subject to Section 8.1(c), cease to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate from the Company and an Opinion of Counsel stating from the Company that all conditions precedent specified provided herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b9.1(c) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.9 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. When (ai) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes previously authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and CVS has paid all sums payable by it under the Indenture, or (yii) all outstanding (A) the Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by the Trustee in the name and at the expense of redemption, (B) the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders of the Notes for that purpose, money in U.S. dollars, non-callable or U.S. Government Securities, Obligations or a combination thereofthereof sufficient (unless such funds consist solely of money, in such amounts as will be sufficient the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of interest reinvestment, to pay the principal of and discharge interest on the entire indebtedness on such Notes not theretofore delivered (other than Notes replaced pursuant to the Trustee for cancellation for principal and premium, if any, and accrued interest Section 2.07) to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, and to pay all other sums payable by it under this Indenture, and (C) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for in this Article 8 relating to the satisfaction and discharge of the Indenture have been complied with, then the this Indenture shall, subject to Section [8.01(c)], cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (CVS accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyCVS.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b8.1(c) hereof, this Indenture will cease to be of further effect as to all Notes issued hereunder when (i)(xi) either (x) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company delivers Issuer, have been delivered to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof) for cancellation or (y) all outstanding Notes that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity payable by reason of the mailing of a notice of redemption or upon redemption otherwise or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company Issuer has irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofof cash in U.S. dollars and Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of final maturity or redemption, (ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such the deposit or shall will occur as a result of the deposit other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and such the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or the Guarantor any Restricted Subsidiary is a party or by which the Company Issuer or the Guarantor any Restricted Subsidiary is bound; , (iii) the Company or the Guarantor Issuer has paid or caused to be paid all sums then payable by it under this Indenture and the Notes; Indenture, and (iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Stated Maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereofand Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation or (yB) all outstanding Notes under this Indenture that have not theretofore been delivered to the Trustee for cancellation have become due and payable, whether at maturity the Maturity Date or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofthereof of cash in U.S. Dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and premiumprincipal, if any, premium and accrued interest to the date of maturity Maturity Date or redemption, redemption date; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes issued thereunder at maturity the Maturity Date or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, at the cost and expense of the Company, to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and at the cost Liens on the Collateral securing the Notes will be released and expense the Trustee shall acknowledge satisfaction and discharge of the Companythis Indenture.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuers have paid or caused to be paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or will become due and payable otherwise, (2) mature within one year or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee in the name and at the expense of the Company and the Company or the Guarantor Issuers irrevocably deposits or causes to be deposited deposit with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, sufficient in such amounts as will be sufficient without consideration the opinion of any reinvestment of interest a nationally recognized accounting or investment banking firm, to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of at maturity or redemptionupon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (iiC) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or Event of Default shall have the Notes issued hereunder has occurred and be is continuing on the date of such the deposit, (D) the deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument (other than this Indenture) to which the Company or the Guarantor any Issuer is a party or by which the Company or the Guarantor any Issuer is bound; , and (iiiE) the Company Issuers pay or the Guarantor has paid or caused cause to be paid all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions shall, subject to the Trustee under this Indenture Section 8.01(c), cease to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Company (Issuers accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders of the Notes hereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuer) have been delivered to the relevant Paying Agent for cancellation; or (b) all the Notes not previously delivered to the relevant Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuer; (2) the Company Issuer has deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds in trust solely agent by it for the benefit of the Holders money this purpose), cash in U.S. dollars, nondollars or U.S. dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, (ii) no Default or Event as the case may be; provided, that upon any redemption that requires the payment of Default the Applicable Premium, the amount deposited shall have occurred and be continuing on sufficient for purposes of this Indenture to the extent that an amount is 134 deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such deposit amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or shall occur as a result prior to the date of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is boundredemption; (iii3) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture and with respect to the Notes; and (iv4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuer has delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(xi) the Company delivers to the Trustee either (x) all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company Issuer, and the Company Issuer or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (as determined by the Issuer) without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of final maturity or redemptionredemption (provided that if such redemption is based on an Applicable Premium as provided paragraph 5 of the Notes, (ii1) no Default the amount of cash in U.S. dollars, U.S. Government Obligations, or Event a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of Default shall have occurred and be continuing on the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited the additional money (the “Applicable Premium Deficit”) in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date (it being understood that any satisfaction and discharge shall occur as a result be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such deposit Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddischarge); (iiiii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iviii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at final maturity or the Redemption Date, as the case may be, then this Indenture shall be deemed satisfied and discharged and of no further force or effect, except as provided below, and the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.Issuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1). 108

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations which mature prior to the Payment Date, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(xi)(A) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (yB) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(xi) the Company delivers to the Trustee either (x) all outstanding Notes that have been authenticated (other than Notes replaced or paid pursuant to Section 2.07 hereof) 2.10 and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust), have been delivered to the Trustee for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable, whether at maturity or upon payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company Issuer, and the Company Issuer or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient (as determined by the Issuer) without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of final maturity or redemptionredemption (provided that if such redemption is based on an Applicable Premium as provided paragraph 5 of the Notes, (ii1) no Default the amount of cash in U.S. dollars, U.S. Government Obligations, or Event a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of Default shall have occurred and be continuing on the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited the additional money (the “Applicable Premium Deficit”) in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date (it being understood that any satisfaction and discharge shall occur as a result be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such deposit Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddischarge); (iiiii) the Company or the Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iviii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at final maturity or the Redemption Date, as the case may be, then this Indenture shall be deemed satisfied and discharged and of no further force or effect, except as provided below, and the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1).

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuer has paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by the Trustee in the name and at the expense of redemption, (B) the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited in trust with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be thereof sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption all principal of and premium, if any, and accrued interest on the Notes (other than Notes replaced pursuant to Section 2.07) to maturity or redemption within one year, as evidenced by an Officer’s Certificate of the Issuer; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Section 8.01(a) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of maturity or the notice of redemption, with any deficit as of the Redemption Date (iiany such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or before Redemption Date, (C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor Issuer is a party or by which the Company or the Guarantor it is bound; , and (iiiE) the Company or the Guarantor has paid or caused to be paid Issuer pays all other sums payable hereunder by it under the Issuer, then this Indenture and the Notes; Issuer’s obligations under the Note Documents in respect of the Notes (including, for the avoidance of doubt, the Second Lien Collateral Documents) shall, subject to Section 8.01(c), be discharged and (iv) the Company has delivered irrevocable instructions cease to the Trustee under this Indenture to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Issuer’s obligations under the Note Documents in respect of the Notes on written demand of the Company (Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least three Business Days before the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofSection8.01(c), when (i)(x) the Company Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.09) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company Issuer or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or the Guarantor is a party or by which the Company Issuer or the Guarantor is bound; (iii) the Company Issuer or the Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company Issuer or the Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer or the Guarantor.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof‎Section 2.07) have been delivered to the Trustee for cancellation and the Issuers have paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee Issuers irrevocably deposit in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited trust with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be thereof sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption all principal of and premium, if any, and accrued interest on the Notes (other than Notes replaced pursuant to ‎Section 2.07) to maturity or redemption within one year, as evidenced by an Officers’ Certificate of the Issuers; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this ‎Section 8.01(a) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of maturity or the notice of redemption, with any deficit as of the Redemption Date (iiany such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to Redemption Date, (C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor an Issuer is a party or by which the Company or the Guarantor it is bound; , and (iiiE) the Company or the Guarantor has paid or caused to be paid Issuers pay all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; Issuers’ obligations under the Note Documents in respect of the Notes (including, for the avoidance of doubt, the Second Lien Security Documents) shall, subject to ‎Section 8.01(c), be discharged and (iv) the Company has delivered irrevocable instructions cease to the Trustee under this Indenture to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Issuers’ obligations under the Note Documents in respect of the Notes on written demand of the Company (Issuers accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least two Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereofThis Indenture, when (i)(x) and the Company delivers to rights of the Trustee and the Holders thereunder will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) 104 either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes replaced pursuant for which provision for payment was previously made and thereafter the funds have been released to Section 2.07 hereofthe Issuers) have been delivered to the Paying Agent for cancellation; or (b) all Notes not previously delivered to the Paying Agent for cancellation or (yi) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense expense, of the Company and Issuers; (2) the Company Issuers have irrevocably deposited or the Guarantor irrevocably deposits or causes caused to be deposited with the Trustee (or an entity designated or appointed as trust funds agent by it for this purpose), cash in trust solely for the benefit of the Holders money in U.S. dollars, nondollars or dollar-callable denominated U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be an amount sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, deposit (ii) no Default or Event in the case of Default shall Notes that have occurred become due and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation ofpayable), or constitute a default underto the Stated Maturity or redemption date, any other instrument to which as the Company or the Guarantor is a party or by which the Company or the Guarantor is boundcase may be; (iii3) the Company or the Guarantor has Issuers have paid or caused to be paid all other sums payable by it under this Indenture and the NotesIndenture; and (iv4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or on the Redemption Dateredemption date, as the case may be, then ; and (5) the Issuers have delivered to the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent specified herein under this Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(x1) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.08) have been canceled or delivered to the Trustee for cancellation cancelation; or (y2) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon as a result of the mailing of a notice of redemption pursuant to Article 3 hereof, or otherwise will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the any Note Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable an amount sufficient or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment a nationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent public accountants or reputable investment banking firm delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and premiuminterest and Additional Interest, if any, and accrued interest to on the date of outstanding Notes when due at maturity or redemptionupon redemption thereof, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08) and Additional Interest, if any, (ii) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bounddeposit; (iii) the Company or the any Note Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such the Notes at maturity or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.01(c), cease to be of further effect. In the case of clause (2) above, the Company (accompanied by must deliver an Officer’s Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companysatisfied.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.10) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7 or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Article V hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption pursuant to Article V by the Trustee in the name name, and at the expense expense, of the Company pursuant to Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. Upon the satisfaction of the foregoing conditions and upon the request of the Company, the Trustee shall acknowledge satisfaction and discharge subject to its receipt of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating and an Officers’ Certificate shall acknowledge in writing that all conditions precedent specified herein relating this Indenture, subject to the satisfaction Section 8.1(c), ceases to be of further force and discharge of this Indenture have been complied with) and at the cost and expense of the Companyeffect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bSections 8.01(c) hereofand 8.06, when (i)(x) this Indenture and the Company delivers Security Documents shall cease to the Trustee be of any further effect as to all outstanding Notes and Subsidiary Guarantees after (i) either (a) all Notes heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation or (yb) all outstanding Notes not theretofore previously delivered for cancellation have become (x) due and payable, whether at maturity payable or upon redemption or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of redemption by the Trustee in the name name, and at the expense of of, the Company Company; and the Company or the any Subsidiary Guarantor has irrevocably deposits deposited or causes caused to be deposited with the Trustee as trust funds in trust solely for an amount in Dollars or direct obligations of, or obligations the benefit principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereofUnited States of America), in such amounts each case, maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or the relevant redemption date of the Notes, as will be the case may be, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore previously delivered to the Trustee for cancellation for cancellation, including principal and of, premium, if any, and accrued interest to the date of maturity at maturity, Stated Maturity or redemption, (ii) no Default the Company or Event any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture by the Company or any Subsidiary Guarantor, (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default shall Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have occurred been complied with and be continuing on the date of (iv) such deposit or shall occur as a result of such deposit satisfaction and such deposit discharge will not result in a breach or violation of, or constitute a default under, this Indenture, the Security Documents or any other material agreement or instrument to which the Company or any Restricted Subsidiary of the Guarantor Company is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand any Restricted Subsidiary of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyis bound.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 hereof or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the any Subsidiary Guarantor is a party or by which the Company or the any Subsidiary Guarantor is bound; (iii) the Company or the any Subsidiary Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c), cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when either (i)(xA) the Company delivers to the Trustee all outstanding Notes that have been authenticated (other than Notes replaced pursuant to Section 2.07 hereof306 of the Base Indenture and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company) have been delivered by the Company to the Trustee for cancellation or (yB) all outstanding Notes that have not theretofore been delivered by the Company to the Trustee for cancellation have become due and payable, whether at maturity Maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article Three hereof and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money Holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest interest, to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity Maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity Maturity or the Redemption Dateredemption date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on upon demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Notes and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.9) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payablepayable at maturity, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company pursuant to Article V hereof and the Company or the any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and principal, premium, if any, and accrued interest to the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the any Guarantor is a party or by which the Company or the any Guarantor is bound; (iii) the Company or the any Guarantor has paid or caused cause to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when When (i)(xi) the Company delivers to the U.S. Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.8) for cancellation or (yii) all outstanding Notes not theretofore previously delivered to the U.S. Trustee for cancellation cancellation: have become due and payable, whether at maturity or upon redemption or will become due and payable whether at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving as a result of a mailing of a notice of irrevocable redemption by the Trustee in the name and at the expense of the Company pursuant to Article 3 hereof, and the Company or the a Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds U.S. Trustee, in trust solely for the benefit of the Holders trust, money in U.S. dollars, non-callable or U.S. Government SecuritiesObligations, or a combination thereofthereof (such amount to be certified in the case of U.S. Government Obligations by a nationally recognized firm of independent accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm, with customary assumptions expressing their opinion to the effect that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient without consideration of any reinvestment of to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be) sufficient to pay and discharge the entire indebtedness Indebtedness on such the Notes not theretofore previously delivered to the U.S. Trustee for cancellation (other than Notes replaced pursuant to Section 2.8), for the principal and of, premium, if any, and accrued interest on the Notes to the date of the deposit or to the stated maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then this Indenture and all of the Trustee Company’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Company shall be deemed to have satisfied and discharged the Indenture and all of its obligations in respect of the Notes. The Trustees shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. For the avoidance of doubt, the Company will continue to be obligated to pay all other sums due under the Indenture to the Trustees.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than except lost, stolen or destroyed Notes which have been replaced or paid pursuant to Section 2.07 hereofand Notes for whose payment money has theretofore been deposited in trust) have been cancelled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation (A) have become due and payable, whether at maturity or upon on a redemption date as a result of the mailing of a notice of redemption or (B) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name name, and at the expense of, the Issuer, and, in the case of clause (ii), the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date (and any intervening interest payment between the date of deposit and such maturity or redemption date) (other than Notes replaced or paid pursuant to Section 2.07) and Applicable Premium, if any, and if in either case the Issuer pays all other sums payable under this Indenture, then this Indenture and the Collateral Documents shall, subject to Section 8.01(c), cease to be of further effect; provided that upon any redemption that requires the payment of the Company and Applicable Premium, the Company or amount deposited shall be sufficient for purposes of this Section 8.01 to the Guarantor irrevocably deposits or causes extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee as trust funds on or prior to the date of redemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in trust solely for the benefit of the Holders money fact paid). Any Applicable Premium Deficit shall be set forth in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore an Officers’ Certificate delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to simultaneously with the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date deposit of such deposit or Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall occur as a result of be applied toward such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(xx) the Company delivers to the Trustee Registrar all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.7) for cancellation or (y) all outstanding Notes not theretofore delivered to the Registrar for cancellation have become due and payablepayable by reason of making a notice of redemption pursuant to Section 5.4 or otherwise, whether at maturity or upon redemption or will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory pursuant to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company Article V and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee or another entity designated by the Trustee for such purpose as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination thereof, in such amounts as will shall be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness Indebtedness on such Notes not theretofore delivered to the Trustee Registrar for cancellation for principal and principal, premium, if any, and accrued interest to to, but excluding, the date of maturity or redemption, ; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and such deposit will shall not result in a breach or violation of, or constitute a default under, any material instrument (other instrument than this Indenture) to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it on the date of deposit to the Trustee under this Indenture and the NotesIndenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand shall, subject to Section 8.1(c) cease to be of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Companyfurther effect.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.07 hereof2.08) have been cancelled or delivered to the Trustee for cancellation or (yii) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon as a result of the transmission of a notice of redemption pursuant to Article 3 hereof, or will are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor Issuer irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money cash in U.S. dollars, non-callable dollars in an amount sufficient or U.S. Government SecuritiesObligations, the principal of and interest on which will be sufficient, or a combination thereofthereof sufficient, in such amounts as will be sufficient without consideration the written opinion of any reinvestment an internationally recognized firm of interest to pay and discharge the entire indebtedness on such Notes not theretofore independent certified public accountants delivered to the Trustee for cancellation for (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and premium, if any, and accrued interest to on the date of outstanding Notes when due at maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation upon redemption of, including interest thereon to maturity or constitute a default under, any such Redemption Date (other instrument than Notes replaced or paid pursuant to which Section 2.08) and if in either case the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor Issuer has paid or caused to be paid all other sums payable hereunder by it under the Issuer, then this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions shall, subject to the Trustee under this Indenture Section 8.01(c), cease to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating reasonably satisfactory to the satisfaction and discharge of this Indenture have been complied with) Trustee and at the cost and expense of the CompanyIssuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(b) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 2.09 hereof) for cancellation or (y) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal and premium, if any, and accrued interest to the date of maturity or redemption, (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or the Guarantor is a party or by which the Company or the Guarantor is bound; (iii) the Company or the Guarantor has paid or caused to be paid all sums payable by it under this Indenture and the Notes; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company (accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 8.01(bWhen (i) hereof, when (i)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07 hereof2.07) have been delivered to the Trustee for cancellation and the Issuers have paid all sums payable by them hereunder, or (yii) (A) all outstanding Notes not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable mature within one year or all outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of redemption by redemption, (B) the Trustee Issuers irrevocably deposit in the name and at the expense of the Company and the Company or the Guarantor irrevocably deposits or causes to be deposited trust with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollarsDollars, non-callable U.S. Government Securities, Obligations or a combination thereof, in such amounts as will be thereof sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for at maturity or upon redemption all principal of and premium, if any, and accrued interest on the Notes (other than Notes replaced pursuant to Section 2.07) to maturity or redemption within one year, as evidenced by an Officers’ Certificate of the Issuers; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Section 8.01(a) to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as if the Redemption Date is the date of maturity or the notice of redemption, with any deficit as of the Redemption Date (iiany such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to Redemption Date, (C) no Default or Event of Default shall have has occurred and be is continuing on the date of such deposit or shall occur as a result of such deposit and such the deposit, (D) the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor an Issuer is a party or by which the Company or the Guarantor it is bound; , and (iiiE) the Company or the Guarantor has paid or caused to be paid Issuers pay all other sums payable hereunder by it under the Issuers, then this Indenture and the Notes; Issuers’ obligations under the Note Documents in respect of the Notes (including, for the avoidance of doubt, the Second Lien Security Documents) shall, subject to Section 8.01(c), be discharged and (iv) the Company has delivered irrevocable instructions cease to the Trustee under this Indenture to apply the deposited money toward the payment be of such Notes at maturity or the Redemption Date, as the case may be, then the further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the Issuers’ obligations under the Note Documents in respect of the Notes on written demand of the Company (Issuers accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the CompanyIssuers. Any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee at least two Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption.