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

Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated applicable (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, Trustee in connection with this Indenture or the Notes.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes and the Guarantees and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. dollars, monies and/or U.S. Government Obligations or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture by the Company with respect to the Notes), ; and the Trustee, on demand of (c) the Company accompanied by has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 stating that all conditions precedent under this Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; Notes have been complied with. All funds that remain unclaimed for one year will be paid to the Company and thereafter Holders must look to the Company for payment as general creditors. In addition, at the Company’s option, howevereither (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, hereby agrees 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to reimburse be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Trustee for any costs or expenses thereafter reasonably and properly incurred by Notes (“Covenant Defeasance”) after the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes and the Guarantees and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. Dollars, monies and/or U.S. Government Obligations in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture by the Company with respect to the Notes), ; and the Trustee, on demand of (c) the Company accompanied by has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 stating that all conditions precedent under this Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; Notes have been complied with. All funds that remain unclaimed for one year will be paid to the Company upon Company Order and thereafter Holders must look to the Company for payment as general creditors. In addition, at the Company’s option, howevereither (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, hereby agrees 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to reimburse be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Trustee for any costs or expenses thereafter reasonably and properly incurred by Notes (“Covenant Defeasance”) after the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Com- pany or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a -------- ------- certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes and ("Covenant Defeasance") after the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (c) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as required by Section 8.3 and at the cost and expense to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company’s option, either (a) the Company shall execute proper instruments acknowledging satisfaction of be deemed to have been Discharged from any and discharging this Indenture all obligations with respect to the Notes; Notes (“Legal Defeasance”) after the Companyapplicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, however2.04, hereby agrees 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to reimburse be under any obligation to comply with any term, provision or condition set forth in Sections 4.14 through 4.16 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Trustee for any costs or expenses thereafter reasonably and properly incurred by Notes (“Covenant Defeasance”) after the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the outstanding Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of further effect Default with respect to the Notes (except as to (i"Covenant Defeasance") remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of after the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) The Company may terminate its substantive obligations in respect of the Company shall deliver Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all Notes theretofore authenticated sums payable by it on account of principal of and interest on all Securities or otherwise. In addition to the foregoing, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vi) or (vii), occurs at any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) under this Indenture), terminate its substantive obligations in respect of Article Four (other than any Notes which have been destroyedSections 4.01, lost or stolen 4.02, 4.07, 4.09 and in lieu of or in substitution for which other Notes shall have been authenticated and delivered4.11) and not theretofore canceledArticle Five hereof and any Event of Default specified in Section 6.01 (iii), (iv) or (2v) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit (i) depositing with the Trustee, in trustunder the terms of an irrevocable trust agreement, monies and/or U.S. money or United States Government Obligations sufficient (without reinvestment) to pay at all remaining Indebtedness on the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of NotesSecurities, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect delivering to the Notes and the other rights, duties and obligations Trustee either an Opinion of Holders, as beneficiaries hereof with respect Counsel or a ruling directed to the amountsTrustee from the Internal Revenue Service to the effect that the Holders will not recognize income, if anygain or loss for federal income tax purposes as a result of such deposit and termination of obligations, so deposited with the Trustee and (iii) delivering to the rights, obligations and immunities Trustee an Opinion of Counsel to the effect that the Company's exercise of the Trustee option under this Indenture with respect Section 9.01 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act, and (iv) delivering to the Notes), and the Trustee, on demand of the Company accompanied by Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. In addition, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vi) or (vii), occurs at any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) under this Indenture), terminate its substantive obligations in respect of the Securities (including its obligations to pay the principal of and interest on the Securities) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Securities, (ii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as required by a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the exercise of the option under this Section 8.3 and at the cost and expense 9.01 will not result in any of the Company, shall execute proper instruments acknowledging satisfaction the Trustee or the trust created by the deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act and discharging this Indenture (iv) delivering to the Trustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. 59 Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13 and 4.01 (but not with respect to termination of substantive obligations pursuant to the Notes; third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Company's obligations in Sections 7.07, however9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel, hereby agrees to reimburse the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for any costs or expenses thereafter reasonably those surviving obligations specified above. The Company shall pay and properly incurred by the Trustee, and to compensate indemnify the Trustee for against any services thereafter reasonably and properly rendered by tax, fee or other charge imposed on or assessed against the Trustee, in connection with United States Government Obligations deposited pursuant to this Indenture Section 9.01 or the Notesprincipal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Termination of the Company’s Obligations. When (1) As to either series of Notes this Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes of such series and the Guarantees and this Indenture shall deliver terminate with respect to such series (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes with respect to such series, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. dollars, monies and/or U.S. Government Obligations in the case of Dollar Notes and/or euro or Euro Obligations in the case of Euro Notes or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect Company with respect to the Notes of such series; and (except c) the Company has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes of such series have been complied with. All funds that remain unclaimed for one year will be paid to the Company and there-after Holders must look to the Company for payment as general creditors. In addition, at the Company's option, either (a) the Company shall be deemed to (i) remaining rights of registration of transfer, substitution have been Discharged from any and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due all obligations with respect to the Notes and the other rights, duties and Guarantees ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of Holdersthe Company under Sections 2.03, as beneficiaries hereof 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.23 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the amounts, if any, so deposited with Notes ("Covenant Defeasance") after the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the issuer or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes (except as to (i"Legal Defeasance") remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of after the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below

Termination of the Company’s Obligations. When This Indenture will be discharged and will cease to be of further effect (1except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (a) either (i) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company shall deliver and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, cancellation; or (2ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall (x) have become due and payable, payable or are by their terms to (y) will become due and payable within one year, whether or 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, and at stated maturity or upon redemption the expense, of the Company and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of maturity or Redemption Dateredemption, as applicablethe case may be, and if together with irrevocable instructions from the Company shall also pay directing the Trustee to apply such funds to the payment thereof at maturity or cause to be redemption, as the case may be; (b) the Company has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (c) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as required by Section 8.3 and at the cost and expense to matters of fact, on one or more Officers’ Certificates of the Company. The Company may, at its option and at any time, elect to have its obligations and the corresponding obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Such Legal Defeasance means that the Company shall execute proper instruments acknowledging satisfaction be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, and satisfied all of and discharging this Indenture its obligations with respect to the Notes; , except for (a) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due, (b) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, howeverregistration of Notes, hereby agrees to reimburse mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, Company’s obligations in connection therewith and (d) the Legal Defeasance provisions of this Section 8.01. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with this Indenture respect to Sections 4.04, 4.08 and 4.10 through 4.18 and 4.21 and Article Five (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes.. In the event of Covenant Defeasance, those events described under Section 6.01 (except those events described in Sections 6.01 (a), (b), (f) and (g)) will no longer constitute an Event of Default with respect to the Notes. In order to exercise either Legal Defeasance or Covenant Defeasance:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on -------- ------- a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes and ("Covenant Defeasance") after the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) The Company may terminate its obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender has theretofore been deposited with the Trustee or the Paying Agent in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations sufficient Legal Tender in such amount as is sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of reinvestment of such interest, to pay at the Maturity Date or Redemption Dateprincipal of, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amountspremium, if any, so deposited with and interest on the outstanding Notes to maturity or redemption; provided that the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect shall have been irrevocably instructed to apply such U.S. Legal Tender to the Notes)payment of said principal, premium, if any, and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture interest with respect to the Notes; the Company, however, hereby agrees (c) no Default or Event of Default with respect to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the NotesNotes 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 is a party or by which it is bound; (d) the Company shall have paid all other sums payable by it hereunder; and (e) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent providing for or relating to the termination of the Company's obligations under the Notes and this Indenture have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under the Credit Agreement (if then in effect) or any other agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above. SECTION 8.02.

Termination of the Company’s Obligations. When The ---------------------------------------- Company may terminate its obligations under the Notes and this Indenture, and the obligations of any Note Guarantor shall terminate except those obligations referred to in the penultimate paragraph of this Section 8.01, when: (1i) either (a) all the Company shall deliver to the Trustee for cancellation all Notes theretofore previously authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen and in lieu of or in substitution for which other Notes shall paid) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (b) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payablepayable hereunder, or are by their terms to (y) will become due and payable at their Stated Maturity within one yearyear or (z) 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, whether and at stated maturity or upon redemption and the expense, of the Company; (ii) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds in trusttrust solely for the benefit of the Holders for that purpose, monies and/or cash in Dollars, U.S. Government Obligations Obligations, or a combination thereof, in such amount as is sufficient without con ideration of reinvestment of such interest, to pay at and discharge the Maturity Date entire indebtedness on the Notes (except lost, stolen or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any destroyed Notes which shall have been mutilated, destroyed, lost replaced or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and deliveredpaid) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount of, premium, if any, and interest accrued on the outstanding Notes at such Stated Maturity or the relevant Redemption Date; provided that the Trustee shall have been irrevocably instructed to apply such money to the Maturity Date or Redemption Datepayment of said principal, as applicablepremium, if any, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect interest with respect to the Notes (except as at such Stated Maturity or Redemption Date; and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to (i) remaining the rights of registration holders of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect Senior Indebtedness pursuant to the Notes and the other rights, duties and obligations provisions of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.Article Eleven;

Termination of the Company’s Obligations. When This Indenture (1and all Liens on Collateral for the benefit of the Holders of the Notes created pursuant to the Security Documents) will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes, the Guarantees, the Security Documents and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payablepayable (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes within six months of delivery of such instructions), or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture shall cease to be of further effect with respect relating to the Notes (except satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to (i) remaining rights matters of registration fact, on a certificate or certificates of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments officers of the principal amountCompany. In addition, including interest due at the Company's option, either (a) the Company and the Guarantors shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the other rights, duties and Guarantees ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of Holdersthe Company under Sections 2.03, as beneficiaries hereof 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 (excluding Section 4.12(c)) and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the amounts, if any, so deposited with Notes ("Covenant Defeasance") after the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) As to either series of Notes this Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes of such series and the Guarantees and this Indenture shall deliver terminate with respect to such series (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes with respect to such series, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. dollars, monies and/or U.S. Government Obligations in the case of Dollar Notes and/or euros or Euro Obligations in the case of Euro Notes or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect Company with respect to the Notes of such series; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 stating that all conditions precedent under this Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; Notes of such series have been complied with. All funds that remain unclaimed for one year will be paid to the Company and thereafter Holders must look to the Company for payment as general creditors. In addition, at the Company’s option, howevereither (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, hereby agrees 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to reimburse be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Trustee for any costs or expenses thereafter reasonably and properly incurred by Notes (“Covenant Defeasance”) after the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) The Company may terminate its substantive obligations in respect of the Company shall deliver Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all Notes theretofore authenticated sums payable by it on account of principal of and interest on all Securities or otherwise. In addition to the foregoing, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vi) or (vii), occurs at any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) under this Indenture), terminate its substantive obligations in respect of Article Four (other than any Notes which have been destroyedSections 4.01, lost or stolen 4.02, 4.07, 4.09 and in lieu of or in substitution for which other Notes shall have been authenticated and delivered4.11) and not theretofore canceledArticle Five hereof and any Event of Default specified in Section 6.01 (iii), (iv) or (2v) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit (i) depositing with the Trustee, in trustunder the terms of an irrevocable trust agreement, monies and/or U.S. money or United States Government Obligations sufficient (without reinvestment) to pay at all remaining Indebtedness on the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of NotesSecurities, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect delivering to the Notes and the other rights, duties and obligations Trustee either an Opinion of Holders, as beneficiaries hereof with respect Counsel or a ruling directed to the amountsTrustee from the Internal Revenue Service to the effect that the Holders will not recognize income, if anygain or loss for federal income tax purposes as a result of such deposit and termination of obligations, so deposited with the Trustee and (iii) delivering to the rights, obligations and immunities Trustee an Opinion of Counsel to the effect that the Company's exercise of the Trustee option under this Indenture with respect Section 9.01 will not result in any of the Company, the Trustee or the trust created by the Company's deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act, and (iv) delivering to the Notes), and the Trustee, on demand of the Company accompanied by Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. In addition, the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vi) or (vii), occurs at any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) under this Indenture), terminate its substantive obligations in respect of the Securities (including its obligations to pay the principal of and interest on the Securities) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Securities, (ii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as required by a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the exercise of the option under this Section 8.3 and at the cost and expense 9.01 will not result in any of the Company, shall execute proper instruments acknowledging satisfaction the Trustee or the trust created by the deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act and discharging this Indenture (iv) delivering to the Trustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. 58 -52- Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13 and 4.01 (but not with respect to termination of substantive obligations pursuant to the Notes; third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Company's obligations in Sections 7.07, however9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers' Certificate and Opinion of Counsel, hereby agrees to reimburse the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Securities and this Indenture except for any costs or expenses thereafter reasonably those surviving obligations specified above. The Company shall pay and properly incurred by the Trustee, and to compensate indemnify the Trustee for against any services thereafter reasonably and properly rendered by tax, fee or other charge imposed on or assessed against the Trustee, in connection with United States Government Obligations deposited pursuant to this Indenture Section 9.01 or the Notesprincipal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Termination of the Company’s Obligations. When This Indenture (1and all Liens on Collateral created pursuant to the Security Documents) will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes, the Guarantees, the Security Documents and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture shall cease to be of further effect with respect relating to the Notes (except satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may rely, as to (i) remaining rights matters of registration fact, on a certificate or certificates of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments officers of the principal amountCompany. In addition, including interest due at the Company's option, either (a) the Company and the Guarantors shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the other rights, duties and Guarantees ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of Holdersthe Company under Sections 2.03, as beneficiaries hereof 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 (excluding Section 4.12(c)) and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the amounts, if any, so deposited with Notes ("Covenant Defeasance") after the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture shall be Discharged and will cease to be of further effect and the obligations of the Company under the Senior Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 ------------- through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties ---- ---- ---- ---- ---- and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Senior Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Senior Notes which have been destroyed, lost replaced or stolen paid and Senior Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Senior Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to will become due and payable or are to be called for redemption within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Senior Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Senior Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (c) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that such counsel may -------- ------- rely, as required by Section 8.3 and at the cost and expense to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall execute proper instruments acknowledging satisfaction of be deemed to have been Discharged from any and discharging this Indenture all obligations with respect to the Notes; outstanding Senior Notes ("Legal Defeasance") after the Companyapplicable conditions ---------------- set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, however2.04, hereby agrees 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) ------------- ---- ---- ---- ---- ---- ---- ------------ or (b) the Company shall cease to reimburse the Trustee for be under any costs obligation to comply with any term, provision or expenses thereafter reasonably and properly incurred by the Trusteecondition set forth in Sections 4.04 through 4.09, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trusteeinclusive ------------- ---- (subject, in connection the case of Section 4.09 to any requirement of the Trust Indenture ------------ Act) 4.13, 4.16 through 4.19, inclusive, 4.22, 4.23 and Section 5.01 and ---- ---- ---- ---- ---- ------------ thereafter any omission to comply with this Indenture such obligations shall not constitute a Default or Event of Default with respect to the Notes.Senior Notes ("Covenant -------- Defeasance") after the applicable conditions set forth below have been ---------- satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided, however, that -------- ------- such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes and ("Covenant Defeasance") after the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) As to either series of Notes, this Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes of such series and the Guarantees and this Indenture shall deliver terminate with respect to such series (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes of such series theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company to the Trustee to effect the redemption of the Notes within six months of delivery of such instructions), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. dollars, monies and/or U.S. Government Obligations or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on such Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect Company with respect to the Notes of such series; and (except c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes of such series have been complied with; provided, however, that such counsel may rely, as to (i) remaining rights matters of registration fact, on a certificate or certificates of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments officers of the principal amountCompany. In addition, including interest due at the Company's option, either (a) the Company and the Guarantors shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the other rights, duties and Guarantees ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except for the obligations of Holdersthe Company under Sections 2.03, as beneficiaries hereof 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.19 (excluding Section 4.12(c)) and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the amounts, if any, so deposited with Notes ("Covenant Defeasance") after the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) As to either series of Notes this Indenture will be Discharged and will cease to be of further effect and the obligations of the Company and the Guarantors under the Notes of such series and the Guarantees and this Indenture shall deliver terminate with respect to such series (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes with respect to such series, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable, payable or are by their terms to will become due and payable within one yearyear (including by way of irrevocable instructions delivered by the Company 77 to the Trustee to effect the redemption of the Notes), whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the TrusteeTrustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash in trustU.S. dollars, monies and/or U.S. Government Obligations in the case of Dollar Notes and/or euros or Euro Obligations in the case of Euro Notes or a combination thereof, in amounts as will be sufficient without consideration of any reinvestment of interest to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such Funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect Company with respect to the Notes of such series; and (except as to (ic) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect Company has delivered to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 stating that all conditions precedent under this Indenture relating to the satisfaction and at the cost and expense discharge of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; Notes of such series have been complied with. All funds that remain unclaimed for one year will be paid to the Company and thereafter Holders must look to the Company for payment as general creditors. In addition, at the Company’s option, howevereither (a) the Company shall be deemed to have been Discharged from any and all obligations with respect to the Notes and the Guarantees (“Legal Defeasance”) after the applicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, hereby agrees 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company and its Restricted Subsidiaries shall cease to reimburse be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Trustee for any costs or expenses thereafter reasonably and properly incurred by Notes (“Covenant Defeasance”) after the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.21 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes and ("Covenant Defeasance") after the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) The Notes and Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all existing Notes theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are payable (including by their terms to become due and payable within one year, whether at stated maturity or upon redemption and way of irrevocable instructions delivered by the Company shall deposit to the Trustee to effect the redemption of the Notes within six months of delivery of such instructions),and the Company has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount for Accreted Value, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then this Indenture shall cease to be of further effect with respect ; and (c) the Company has delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge this Indenture have been complied with; provided, however, that such counsel may rely, as required by Section 8.3 and at the cost and expense to matters of fact, on a certificate or certificates of officers of the Company. All funds that remain unclaimed for one year will be paid to the Company, and thereafter holders of the Notes must look to the Company for payment as general creditors. In addition, at the Company’s option, either (a) the Company shall execute proper instruments acknowledging satisfaction of be deemed to have been Discharged from any and discharging this Indenture all obligations with respect to the Notes; Notes (“Legal Defeasance”) after the Companyapplicable conditions set forth below have been satisfied (except for the obligations of the Company under Sections 2.03, however2.04, hereby agrees 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to reimburse be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.22 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Trustee for any costs or expenses thereafter reasonably and properly incurred by Notes (“Covenant Defeasance”) after the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied:

Termination of the Company’s Obligations. When (1) The Obligors may terminate their respective obligations under the Company shall deliver Notes and this Indenture, except those obligations referred to in the Trustee for cancellation penultimate paragraph of this Section 8.01, if all Notes theretofore previously authenticated and delivered (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for Notes which other Notes shall have been authenticated replaced or paid or Notes for whose payment U.S. Legal Tender have theretofore been deposited with the Trustee or the Paying Agent or a trustee satisfactory to the Trustee in trust or segregated and deliveredheld in trust by the Company and thereafter repaid to the Company, as provided in Section 8.05) and not theretofore canceled, or (2) all the Notes not theretofore canceled or have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder, or if: (a) either (i) pursuant to Article Three, the Company shall have become due given notice to the Trustee and payable, mailed a notice of redemption to each Holder of the redemption of all of the Notes under arrangements satisfactory to the Trustee for the giving of such notice or are by their terms to (ii) all Notes have otherwise become due and payable within one year, whether at stated maturity or upon redemption and hereunder; (b) the Company shall deposit have irrevocably deposited or caused to be deposited with the Trustee, the Paying Agent or a trustee satisfactory to the Trustee, under the terms of an irrevocable trust agreement in trustform and substance satisfactory to the Trustee, monies and/or as trust funds in trust solely for the benefit of the Holders for that purpose, U.S. Government Obligations Legal Tender in such amount as is sufficient without consideration of reinvestment of such interest, to pay at principal of, premium and Liquidated Damages, if any, and interest on the Maturity Date outstanding Notes to maturity or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which redemption; provided that the Trustee shall have been mutilatedirrevocably instructed to apply such U.S. Legal Tender to the payment of said principal, destroyedpremium and Liquidated Damages, lost if any, and interest with respect to the Notes and, provided, further, that from and after the time of deposit, the money deposited shall not be subject to the rights of holders of Senior Indebtedness pursuant to Article Ten; (c) no Default or stolen and in lieu Event of Default with respect to this Indenture or in substitution for which other the Notes shall have been authenticated occurred and deliveredbe 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 is a party or by which it is bound; (d) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be have paid all other sums payable hereunder by it hereunder; and (e) the Company, then this Indenture Company shall cease to be of further effect with respect have delivered to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel as required by Section 8.3 and at Counsel, each stating that all conditions precedent providing for the cost and expense termination of the Company, shall execute proper instruments acknowledging satisfaction of 's obligations under the Notes and discharging this Indenture with respect have been complied with. Such Opinion of Counsel shall also state that such satisfaction and discharge does not result in a default under any agreement or instrument then known to such counsel that binds or affects the Company. Notwithstanding the foregoing paragraph, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.10, 2.15, 2.16, 2.17, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the Notes; last paragraph of Section 2.08. After the Notes are no longer outstanding, the Company's rights and obligations in Sections 7.07, however8.05 and 8.06 shall survive. After such delivery or irrevocable deposit, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably upon request shall acknowledge in writing the discharge of the Obligors' obligations under the Notes and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notesexcept for those surviving obligations specified above. SECTION 8.02.

Termination of the Company’s Obligations. When (1) This Indenture will be Discharged and will cease to be of further effect and the obligations of the Company under the Notes and this Indenture shall deliver to terminate (except that the -97- obligations under Sections 2.03 through 2.07, 7.01, 7.02, 7.07 and 7.08 and the rights, powers, trusts, duties and immunities of the Trustee for cancellation hereunder shall survive the effect of this Article Eight) when (a) either (i) all Notes Notes, theretofore authenticated and delivered (other than any except lost, stolen or destroyed Notes which have been destroyed, lost replaced or stolen paid and Notes for whose payment money has theretofore been deposited in lieu of trust or segregated and held in substitution for which other Notes shall trust by the Company and thereafter repaid to the Company or discharged from such trust) have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit has irrevocably deposited or caused to be deposited with the Trustee, Trustee funds in trust, monies and/or U.S. Government Obligations an amount sufficient to pay at and discharge the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all entire Indebtedness on the Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the for principal amount of, premium, if any, and interest accrued on the Notes to the Maturity Date date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or Redemption Dateredemption, as applicable, and if the case may be; (b) the Company shall also pay or cause to be has paid all other sums payable hereunder under this Indenture by the Company, then ; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. In addition, at the Company's option, either (a) the Company shall cease be deemed to be of further effect have been Discharged from any and all obligations with respect to the Notes ("Legal Defeasance") after the applicable conditions set forth below have been satisfied (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments for the obligations of the principal amountCompany under Sections 2.03, including interest due 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 4.03, 4.09 and 4.11 through 4.20 and Section 5.01 and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes and ("Covenant Defeasance") after the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.applicable conditions set forth below have been satisfied: