Common use of Discharge Clause in Contracts

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premiuminterest, if any, interest premium and Additional Interest, if any, on on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, accrued interest, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has and the Guarantors have paid or caused to be paid all other sums payable by it them under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused Trust shall be deemed to have been unable to reach agreement with respect to action to be deposited taken jointly by them hereunder in connection with the Trustee as trust funds in trust solely for Trust and thereupon the benefit Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act thereunder without the necessity of any other or further action on their part or on the part of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beTrustee; and (5c) notwithstanding the Issuers have delivered an Officers’ Certificate discharge of a Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Agreement by the Depositors before the date of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and same extent as if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture Subject to the last paragraph of this Section 903, the Company (and, as applicable, any Guarantor) shall be satisfied discharged from its obligations with respect to, and the Indenture (including this Supplemental Indenture) will be discharged and shall will cease to be of further effect as to, all outstanding Notes, and the Trustee shall, at the request and at the expense of the Company, execute and deliver to all Notes issued hereunder (except for the Company such deeds or other instruments as shall be required to evidence such satisfaction and discharge, when either: (a) all Outstanding Notes (excluding for greater certainty any lost, stolen or destroyed Securities which have been replaced or paid as provided in Section 208 of the Indenture and Notes for whose payment money or Government Obligations has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation (including on conversion or exchange of such Notes into other securities or property), or (b) all such Notes not so delivered to the Trustee for cancellation (i) have otherwise become due and payable or have been called for redemption pursuant to this Supplemental Indenture, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case, the Company or RCCI has irrevocably deposited or caused to be deposited with the Trustee funds in trust in cash in Canadian dollars or Government Obligations, or a combination thereof, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of, and premium, if any, on such Notes and interest thereon, (x) in the case of Notes that have become due and payable, to the date of such deposit or, (y) in the case of other Notes, to their Stated Maturity or Redemption Date, as the case may be, and in either case, the Company has paid or caused to be paid all sums payable by it under this Supplemental Indenture with respect to such Notes. Notwithstanding the foregoing, and notwithstanding the satisfaction and discharge of the Indenture with respect to the Notes, (A) the rights of Holders of outstanding the Notes to receive solely from the fund held in trust fund described in clause subsection (b) of this Section 8.08, 903 and as more fully set forth in such clause (b)Section, payments in respect of the principal of (and premium, if any, ) and interest and Additional Interest, if any, on such Notes when such payments are due, (bB) the Issuers’ Company’s obligations with respect to such Notes under Sections 2.03Section 205, 2.04Section 206, 2.07Section 208, 2.09 Section 902, Section 903 and 4.02 hereof and Section 908 of the Appendix and Indenture, (cC) the rights, powers, trusts, duties and immunities of the Trustee hereunder and under the Issuers’ Indenture and the Company’s obligations in connection therewith), when: including the Company’s obligations under Section 507 of the Indenture and (1D) either: (a) all this Article Nine shall survive until the Notes that have been authenticatedpaid in full or, except lostif earlier, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited the date on which the funds held in trust and thereafter repaid for such payment are paid to the IssuersCompany (or discharged from such trust, have been delivered to as applicable) in accordance with the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason last paragraph of Section 903 of the mailing of a notice of redemption or otherwiseIndenture. Thereafter, and only the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds Company’s obligations in trust solely for the benefit Section 507 of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedshall survive.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionredemption (provided that if such redemption is made as provided in Section 3.07(c), (x) the amount of cash in U.S. dollars, non-callable Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Make Whole Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Make Whole Premium as determined by such date); (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; (43) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (54) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture Adjunct faculty members with more than four (4) but less than ten (10) Fall and Spring semesters of continuous service, including continuous service prior to the execution of this Agreement who are discharged during the term of their appointment, shall be satisfied and discharged and shall cease entitled, upon written request made within ten (10) days of the discharge, to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) a meeting with their Department Chairperson. For purposes of this Section 8.08paragraph, and as more fully set forth an adjunct faculty member shall not be deemed to have a break in such clause (b)service if: no course is available; the adjunct faculty member’s assigned course is assigned to a full-time faculty member; and/or due to documented health reasons, payments in respect the adjunct faculty member is unable to teach for a period of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect up to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: one (1) either: semester. At such meeting, the adjunct faculty member shall be advised by the Department Chairperson of the reasons for the discharge. Decisions of the Department Chairperson to reinstate the adjunct faculty member are not final unless approved by the ▇▇▇▇. If such adjunct faculty member is not reinstated under the paragraph above, upon written request made within ten (a10) all Notes that have been authenticateddays of the meeting with the Department Chairperson, except lostthe adjunct faculty member shall be entitled to a meeting with the ▇▇▇▇ to discuss the discharge. If the adjunct faculty member is not reinstated by the ▇▇▇▇, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited upon written request made within ten (10) days following the meeting with the ▇▇▇▇, such reasons shall be provided in trust and thereafter repaid writing to the Issuersadjunct faculty member. Decisions of the ▇▇▇▇ to reinstate the adjunct faculty member are not final unless approved by the ▇▇▇▇▇▇▇. If the adjunct faculty member is not reinstated by the ▇▇▇▇, have been delivered upon written request made within twenty (20) days of the meeting with the ▇▇▇▇, the adjunct faculty member shall be entitled to a meeting with the ▇▇▇▇▇▇▇ to discuss the discharge. The ▇▇▇▇▇▇▇ may overturn the ▇▇▇▇’▇ decision only if that decision is arbitrary and capricious. For adjunct faculty members with more than ten (10) Fall and Spring semesters of continuous service, including continuous service prior to the Trustee execution of this Agreement, the ▇▇▇▇▇▇▇’▇ decision to discharge shall be based on a “just cause” standard. For purposes of this paragraph, an adjunct faculty member shall not be deemed to have a break in service if: no course is available; the adjunct faculty member’s assigned course is assigned to a full-time faculty member; and/or due to documented health reasons, the adjunct faculty member is unable to teach for cancellation; or a period of up to one (b1) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason semester. Alleged violations of this paragraph shall be initiated at Step 4 (Arbitration) of the mailing of a notice of redemption or otherwise, and grievance procedure contained in Article XV. An arbitrator may overturn the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with ▇▇▇▇▇▇▇’▇ decision only if the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and just cause decision is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; arbitrary and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall During the term of this Contract the Superintendent may be satisfied and discharged and shall cease if he materially breaches any provisions of this Contract, or performs any act which substantially inhibits the Superintendent’s ability to be of further effect discharge his duties as to all Notes issued hereunder (except for superintendent, including but not limited to: (a) becoming legally disqualified to the rights administer in the State of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are dueNebraska, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03incompetence, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) neglect of duty, (d) unprofessional conduct, (e) insubordination, (f) immorality, (g) physical or mental incapacity, (h) participation in any fraud, (i) causing intentional damage to the rightsproperty, powers(j) conviction of a felony, trusts, duties and immunities or (k) other conduct which interferes substantially with the conviction of a felony. The Board shall not act arbitrarily or capriciously in calling for the discharge of the Trustee hereunder Superintendent and under no circumstances shall a discharge be effective unless the Superintendent has been given the cause or causes for discharge in writing and due notice of an opportunity for a hearing before the Board. The hearing shall be held before the Board and may be in a closed or open session, at the option of the Superintendent, provided that in the event of a hearing in closed session, no formal action shall be taken by the Board on evidence presented at such hearing until the Board shall have reconvened in open session. The Board shall appoint an attorney-at-law, to act as the presiding hearing officer. The hearing officer shall formulate the procedural rules for the hearing, shall be in charge of the conduct of the hearing, and shall have the power to rule on all objections. The Superintendent may, at his or her own cost and expense, be represented by legal counsel at the hearing. During the hearing evidence in his or her behalf. After the hearing the Board shall render its decision and if such decision is adverse to the Superintendent, the Board shall submit a written memorandum of decision setting forth the reasons for the decision and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid evidence relied upon. The fees and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason expenses of the mailing of a notice of redemption or otherwise, and hearing officer shall be paid by the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with District. Nothing contained herein shall prevent the Trustee as trust funds in trust solely for the benefit suspension of the HoldersSuperintendent, cash in U.S. dollarswith pay, non-callable Government Securities, or a combination from his duties during the pendency of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedsuch proceedings.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b1)(b) of this Section 8.08, and as more fully set forth in such clause (b1)(b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee and the Agents hereunder and the Issuers’ and the Guarantors’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This The Corporation may terminate all its obligations under this Indenture shall be satisfied and discharged and with respect to any or all Series of Securities, and, with respect to such Series of Securities, this Indenture shall cease to be of further effect as to all Notes issued hereunder (except for (a) effect, effective on the rights of Holders of outstanding Notes to receive solely from date the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments following conditions are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), whensatisfied: (1) either: : (aA) all Notes that have been authenticatedoutstanding Securities of such Series (other than any Securities destroyed, except lost, lost or stolen or destroyed Notes that have been and replaced or paid and Notes for whose payment money has been deposited as provided in trust and thereafter repaid to the Issuers, Section 2.7) have been delivered to the Trustee for cancellation; or cancellation or (bB) all Notes that have not been delivered to the Trustee for cancellation Securities of such Series have become due and payable or will become due and payable at their maturity within one year by reason of the mailing of a notice of or are to be called for redemption or otherwisewithin one year, and the Issuers or any Guarantor Corporation has irrevocably deposited or caused to be deposited with the Trustee as trust Trustee, in trust, funds in trust solely for the benefit of the Holders, cash in (I) U.S. dollars, non-callable (II) U.S. Government Securities, Obligations or (III) a combination thereof, which through the payment of cash interest and principal in respect thereof in accordance with their terms (and, as to callable U.S. dollars and non-callable Government SecuritiesObligations, in amounts as regardless of when they are called) will be provide an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to Securities of such Series, including the Trustee for cancellation for principalprincipal thereof and, premium, if any, and accrued interest and Additional Interestinterest, if any, thereon, (x) to the date of fixed such deposit, if the Securities of such Series have become due and payable, or (y) to the maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit Securities of such Series (or will occur as a result of the deposit and redemption date thereof if the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor Corporation has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered made irrevocable instructions arrangements satisfactory to the Trustee to apply for the deposited money toward the payment giving of the Notes at fixed maturity or the redemption datenotice of redemption), as the case may be; (2) the Corporation has paid all other sums payable under this Indenture with respect to the Securities of such Series (including amounts payable to the Trustee); and (53) the Issuers have delivered Trustee has received an Officers’ Certificate and an Opinion of Counsel to the Trustee stating effect that all conditions precedent to the satisfaction and discharge of this Indenture (“Discharge”) in respect of the Securities of such Series have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series of Securities, the obligations of the Corporation to the Trustee under Section 7.7 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 8.8, the obligations of the Corporation and the Trustee with respect to the Securities of such Series under Sections 8.5, 8.6 and 8.7, shall survive such satisfaction and discharge. The Trustee, at the expense of the Corporation, shall, upon the request of the Corporation, execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities of the applicable Series. Upon the satisfaction of the conditions set forth in this Section 8.8 with respect to the Securities of a Series, the terms and conditions of such Securities, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Corporation.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Security Documents (a “Discharge”) when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge and any redemption, if applicable, have been satisfiedcomplied with.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights Company shall deliver to the Fiscal Agent for cancellation all Securities theretofore authenticated and delivered (other than any Securities which shall have been destroyed, lost or stolen and in lieu of Holders of outstanding Notes to receive solely from the trust fund described or in clause substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (aii) all Notes that have been authenticated, except lost, stolen Securities not theretofore surrendered or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee Fiscal Agent for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseFiscal Agent, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Fiscal Agent, as trust funds in trust fonds solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay at maturity or upon redemption all of the Securities (other than any Securities which shall have been destroyed, lost or stolen and discharge the entire indebtedness on the Notes in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee Fiscal Agent for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Agreement shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Securities provided in this Agreement) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture Agreement have been complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Fiscal Agent in relation thereto or in carrying out the provisions of this Agreement, the Fiscal Agent shall satisfy and discharge this Agreement (“Discharge”) have been satisfied); provided that the Company’s obligations with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Securities of all sums due and to become due thereon.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have any order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.01 the Depositors of the mailing Trust shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Trustee; (c) notwithstanding the discharge of a notice Depositor of redemption or otherwisethe Trust in accordance with this Section 8.02, and the Issuers or any Guarantor has irrevocably deposited or caused such Depositor shall continue to be deposited fully liable in accordance with the Trustee as trust funds provisions hereof in trust solely for respect of action taken or refrained from under this Agreement by the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to Depositors before the date of fixed maturity such discharge or redemption; (2) no Default by the undischarged Depositors before or Event of Default has occurred and is continuing on after the date of the deposit or will occur such discharge, as a result of the deposit fully and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, same extent as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for Section (a) No Employee covered by this Agree­ ment shall be suspended or discharged without just and sufficient cause. Discharge for failure to comply with Article ll-B, Section (a), of this Agreement shall be deemed a discharge for cause. In the rights event a Head Meat Cutter who has been demoted to Journeyman Meat Cutter feels that the demotion was discriminatory and for reasons other than his failure to perform satisfactorily as a Head Meat Cutter, then he shall have the right to appeal through the grievance and arbitration proceedings of Holders of outstanding Notes to receive solely from the trust fund described in clause this Agreement. Section (b) Before an Employee is discharged he shall receive written warning of unsatisfactory conduct and a copy of such notice shall be sent to the Union. The Employee receiving such warning shall be given reasonable opportunity to rectify or change such con­ duct. The notice and warning required by this Section 8.08need not be given to Employees discharged for dis­ honesty, and as more fully set forth in such clause (b)insobriety, payments in respect gross insubordination, fighting on the job, or malicious destruction of property. Upon request of the principal Union, the Employer agrees to notify the Union in writing of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and reasons for discharge of an Employee. Section (c) Any Employee claiming unjust dismissal, demotion or suspension shall make his claim therefor to the rightsUnion within ten(10) days of such dismissal, powersdemotion or suspension, trustsotherwise no action shall be taken by the Union. If after proper investigation by the Union and the Employer, duties it has been found that an Employee has been disciplined unjustly, he shall be reinstated with full rights and immunities shall be paid his wages for the period he was suspended, demoted or dismissed, or he shall be granted some other appro- piate remedy mutually agreeable to the Union and the Employer or as determined by the arbitrator. Investigation of any claims shall be made within ten (10) days of the Trustee hereunder and making of such complaint by the Issuers’ obligations in connection therewith)Employee. Section (d) Any dispute arising out of any such suspension, when: (1) either: (a) all Notes that have been authenticateddemotion, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid discharge not settled by the procedure above shall be subject to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason provisions of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge Article XIII of this Indenture Agrement. Section (“Discharge”e) Where an Employee is discharged for cause, the Employer shall have been satisfiedseventy-two (72) hours in which to deliver or mail the discharged Employee’s final pay check.

Discharge. This The Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the notes as expressly provided for in the Indenture) and the Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging satisfaction and discharge of the Indenture as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Outstanding Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), Indenture when: (1a) either: (ai) all such Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; , or (bii) all such Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable or payable, (b) will become due and payable at their Stated Maturity within one year by reason or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional Interestat such Maturity, if any, to the date of fixed maturity Stated Maturity or redemptionredemption date; (2c) no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit or will shall occur as a result of the such deposit and the such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3d) the Issuers Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by it under this Indenturethe Company and any Guarantor; (4e) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward such funds to the payment of the Notes at fixed maturity Maturity or the redemption dateredemption, as the case may be; and (5f) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of this such Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticatedThe Security Interest shall be discharged upon, except lostbut only upon the Termination Date. Upon discharge of the Security Interest and at the request and expense of the Obligor, stolen or destroyed Notes that have been replaced or paid the Collateral Agent shall execute and Notes for whose payment money has been deposited in trust and thereafter repaid deliver to the IssuersObligor such releases, have been delivered discharges, financing statements and other documents or instruments as the Obligor may reasonably require and transfer and deliver to the Trustee for cancellation; or (b) all Notes that have not been delivered to Obligor the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds Collateral in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption;its possession. (2) So long as no payment default on any of the Obligations is in existence or would exist after the application of proceeds as provided below, the Collateral Agent shall, at the request of the Obligor, release any or all of the Collateral, provided that (x) such release is permitted by the terms of the Secured Debt Agreements or otherwise has been approved in writing by the Required Lenders or, to the extent required, all of the Lenders and (y) the proceeds of such Collateral are applied to the extent required pursuant to the respective Secured Debt Agreements or any consent or waiver with respect thereto. Furthermore, upon the release of the Obligor from the Guarantee in accordance with the provisions thereof, the Obligor (and the Collateral at such time assigned by the Obligor pursuant hereto) shall be released from this security agreement. (3) At any time that the Obligor desires that the Collateral Agent take any action to give effect to any release of Collateral pursuant to the foregoing Section 5.2(1) or Section 5.2(2), it shall deliver to the Collateral Agent a certificate signed by an authorized officer stating that the release of the respective Collateral is permitted pursuant to Section 5.2(1) or Section 5.2(2); provided that, so long as no Default or Event of Default has occurred and is continuing on continuing, in the date event the Obligor sells Units or other Inventory in the ordinary course as (and to the extent) permitted elsewhere in the Credit Documents, the Obligor shall not be required to deliver a certificate in connection therewith and the release of such Units or other Inventory shall be effected as contemplated by the Bailee Agreement and Custodian Agreement. In the event that any part of the deposit Collateral is released as provided in Section 5.2(2), the Collateral Agent, at the request and expense of the Obligor, will duly assign, transfer and deliver to the Obligor or will occur its designee (without recourse and without any representation or warranty) such of the Collateral as a is then being (or has been) so sold and as may be in the possession of the Collateral Agent and has not theretofore been released pursuant to this security agreement. The Collateral Agent shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it as permitted by this Section 5.2. Upon any release of Collateral pursuant to Section 5.2(1) or Section 5.2(2), none of the deposit and the deposit will not result Secured Creditors shall have any continuing right or interest in a breach or violation ofsuch Collateral, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;proceeds thereof. (4) To the Issuers have delivered irrevocable instructions extent not otherwise provided in preceding clauses, the Collateral Agent shall without the consent of any Secured Creditor, release all or any portion of the Collateral securing the Second Lien Obligations to the Trustee to apply extent provided in the deposited money toward the payment of the Senior Secured Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedIndenture.

Discharge. This Indenture (1) The Security Interest shall be satisfied discharged upon (i) the Secured Liabilities being discharged in full and discharged none of the Finance Parties being under any further actual or contingent obligation to make Advances or provide other financial accommodations to the Obligor under the Finance Documents. Upon discharge of the Security Interest and shall cease at the request and expense of the Obligor, the Security Agent will execute and deliver to be of further effect the Obligor such financing statements and other documents or instruments as the Obligor may reasonably require and the Security Agent will redeliver to all Notes issued hereunder the Obligor, or as the Obligor may otherwise direct the Security Agent, any Collateral in its possession. (except for 2) In connection with (a) any Permitted Disposal of any Collateral, (b) any sale or other disposition of any Collateral otherwise permitted by the rights Facilities Agreement, (c) any sale or other disposition of Holders any Collateral where the Security Agent has consented to the disposal pursuant to the Facilities Agreement, (d) any sale or any other disposition of outstanding Notes any Collateral pursuant to receive solely a merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and leaseback permitted by the Facilities Agreement to the extent necessary to ensure such merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and leaseback take place, or (e) the creation of any Encumbrance permitted by paragraph (w) of the definition of Permitted Encumbrances in the Facilities Agreement, the Security Agent shall, at the request and cost of the Obligor, release such Collateral, provided that, (i) to the extent that the disposal of such Collateral is a Permitted Disposal or a sale or disposition otherwise permitted by the Facilities Agreement, such Collateral shall be declared to be automatically released from the trust fund described Security Interest hereof with effect from the day of such disposal and the Security Agent shall do all such acts which are reasonably requested by the Obligor in clause order to release such Collateral, and (bii) in the case of part (e) of this Section 8.08, and as more fully set forth in such clause (b5.2(2), payments in respect such release of such Collateral from the Security Interest hereof shall not extend to any Collateral which forms part of the principal of and premiumA1 Borrowing Base, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and A2 Borrowing Base or the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;C Borrowing Base. (3) In connection with security over Shareholder Subordinated Loans, in the Issuers event that such a Shareholder Subordinated Loan is converted into share capital or any Guarantor has paid or caused other equity interests of the Parent as permitted under the Facilities Agreement, such Shareholder Subordinated Loan shall be declared to be paid automatically released from the Security Interest hereof with effect from the day of such conversion and the Security Agent shall do all sums payable such acts which are reasonably requested by it under this Indenture; the Obligor in order to release such Shareholder Subordinated Loan, provided that such release shall be contemporaneous with the granting of a new Security Interest over such share capital or other equity interests of the Parent in favour of the Security Agent (4) and the Issuers have delivered irrevocable instructions Finance Parties to the Trustee to apply extent required by applicable local law) on substantially the deposited money toward the payment of the Notes at fixed maturity or the redemption date, same terms as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion pledge of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedSecurities herein.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year Business Day by reason another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused Trust shall be deemed to have been unable to reach agreement with respect to action to be deposited taken jointly by them hereunder in connection with the Trustee as trust funds in trust solely for Trust and thereupon the benefit Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beTrustee; and (5c) notwithstanding the Issuers have delivered an Officers’ Certificate discharge of a Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Agreement by the Depositors before the date of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and same extent as if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company shall deliver to the Trustee for cancellation; or cancellation all Notes theretofore authenticated and delivered (bother than any Notes which shall 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 cancelled, or (ii) all Notes that have not been theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseTrustee, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on at maturity or upon redemption all of the Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Indenture shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Notes provided in this Indenture) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee shall satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Notes of all sums due and to become due thereon.

Discharge. This Indenture Adjunct faculty members with more than four (4) but less than ten (10) Fall and Spring semesters of continuous service, including continuous service prior to the execution of this Agreement who are discharged during the term of their appointment, shall be satisfied and discharged and shall cease entitled, upon written request made within ten (10) days of the discharge, to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) a meeting with their Department Chairperson. For purposes of this Section 8.08paragraph, and as more fully set forth an adjunct faculty member shall not be deemed to have a break in such clause (b)service if: no course is available; the adjunct faculty member’s assigned course is assigned to a full-time faculty member; and/or due to documented health reasons, payments in respect the adjunct faculty member is unable to teach for a period of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect up to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: one (1) either: semester. At such meeting, the adjunct faculty member shall be advised by the Department Chairperson of the reasons for the discharge. Decisions of the Department Chairperson to reinstate the adjunct faculty member are not final unless approved by the ▇▇▇▇. If such adjunct faculty member is not reinstated under the paragraph above, upon written request made within ten (a10) all Notes that have been authenticateddays of the meeting with the Department Chairperson, except lostthe adjunct faculty member shall be entitled to a meeting with the ▇▇▇▇ to discuss the discharge. If the adjunct faculty member is not reinstated by the ▇▇▇▇, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited upon written request made within ten (10) days following the meeting with the ▇▇▇▇, such reasons shall be provided in trust and thereafter repaid writing to the Issuersadjunct faculty member. Decisions of the ▇▇▇▇ to reinstate the adjunct faculty member are not final unless approved by the ▇▇▇▇▇▇▇. If the adjunct faculty member is not reinstated by the ▇▇▇▇, have been delivered upon written request made within twenty (20) days of the meeting with the ▇▇▇▇, the adjunct faculty member shall be entitled to a meeting with the ▇▇▇▇▇▇▇ to discuss the discharge. The ▇▇▇▇▇▇▇ may overturn the ▇▇▇▇’▇ decision only if that decision is arbitrary and capricious. For adjunct faculty members with more than ten (10) Fall and Spring semesters of continuous service, including continuous service prior to the Trustee execution of this Agreement, the ▇▇▇▇▇▇▇’▇ decision to discharge shall be based on a “just cause” standard. For purposes of this paragraph, an adjunct faculty member shall not be deemed to have a break in service if: no course is available; the adjunct faculty member’s assigned course is assigned to a full-time faculty member; and/or due to documented health reasons, the adjunct faculty member is unable to teach for cancellation; or a period of up to one (b1) all Notes that semester. Alleged violations of this paragraph shall be initiated at Step 4 (Arbitration) of the grievance procedure contained in Article XV. An arbitrator may overturn the ▇▇▇▇▇▇▇’▇ decision only if the just cause decision is arbitrary and capricious. Notwithstanding the foregoing, the University shall have the option to pay the adjunct faculty member for the remainder of his or her salary for the duration of the semester. If such option is exercised by the University, the termination shall not been delivered be subject to review or challenge pursuant to the Trustee for cancellation have become due and payable grievance or will become due and payable within one year by reason of the mailing of a notice of redemption arbitration procedure or otherwiseany other appeal procedure, and the Issuers or any Guarantor has irrevocably deposited or caused to adjunct faculty member shall be deposited with deemed terminated. Except as provided in Articles II and V, the Trustee as trust funds in trust solely procedures above shall be the exclusive procedure for resolving discharges during the benefit term of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedadjunct faculty member’s appointment.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption); (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder (except for when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that 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 and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which together with irrevocable instructions from the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to directing the Trustee to apply the deposited money toward such funds to the payment of the Notes thereof at fixed maturity or the redemption dateredemption, as the case may be; and (5b) the Issuers have Company has paid all other sums payable under this Indenture by the Company; and (c) the Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of the Company. 81 -75-

Discharge. This Section 8.01 of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes and any reference to Section 8.01 of the Base Indenture with respect to the Notes shall be satisfied superseded by and discharged and references thereto shall be deemed to refer to this Section 7.01. This First Supplemental Indenture shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 2.08 of the Base Indenture, and the right to receive solely from payment pursuant to Section 8.02 of the trust fund described in clause (b) Base Indenture, and the obligations of the Company to the Trustee under Section 7.07 of the Base Indenture), and the Trustee on Company Request, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)First Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.08 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 2.05 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwisepayable, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash and/or (in the case of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination conversion) shares of cash in U.S. dollars and non-callable Government Securities, in amounts as will be Common Stock sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity Date, at any Fundamental Change Repurchase Date, at any Redemption Date, or has satisfied the Company’s conversion obligations upon conversion, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this First Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this First Supplemental Indenture (“Discharge”) have been satisfiedcomplied with. Notwithstanding anything in this Section 7.01 to the contrary, such satisfaction and discharge shall not be effective earlier than (A) the Close of Business on the Business Day immediately preceding the Maturity Date, in the case of the Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in the case of the Redemption Date in respect of which all of the outstanding Notes have been redeemed, (C) the Close of Business on the Business Day immediately preceding the Repurchase Date, in the case of a Repurchase Date on which the holders of all of the outstanding Notes have exercised their right to require us to repurchase all of their Notes, and (D) the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, in the case of the Fundamental Change Repurchase Date in respect of which the Holders of all outstanding Notes have exercised their right to require the Company to repurchase all of their Notes or convert all of their Notes.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenNote Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it the Company under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder (except for when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that 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 Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered together with irrevocable instructions to from Issuer directing the Trustee to apply the deposited money toward such funds to the payment of the Notes thereof at fixed maturity or the redemption dateredemption, as the case may be; and (5b) Issuer has paid all other sums payable under this Indenture by Issuer; and (c) Issuer has delivered to the Issuers have delivered Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with; PROVIDED, HOWEVER, that such counsel may rely, as to matters of fact, on a certificate or certificates of officers of Issuer.

Discharge. This The Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) and the Trustee, at the expense and written direction of the Company, will execute proper instruments acknowledging satisfaction and discharge of the Indenture as to all Outstanding Notes issued hereunder (except for (a) of such series under the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), Indenture when: (1a) either: (ai) all such Notes that have been authenticated, of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; , or (bii) all such Notes that have of such series not been theretofore delivered to the Trustee for cancellation (a) have become due and payable or payable, (b) will become due and payable at their Stated Maturity within one year by reason or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. United States dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Notes of such series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional Interestat such Maturity, if any, to the date of fixed maturity Stated Maturity or redemptionRedemption Date; (2c) no Default or Event of Default has shall have occurred and is be continuing with respect to the Notes of such series on the date of the such deposit or will shall occur as a result of the deposit such deposit, and the such deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3d) the Issuers Company or any Guarantor has paid or caused to be paid all sums payable under the Indenture by it under this Indenturethe Company or any Guarantor; (4e) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward such funds to the payment of the Notes of such series at fixed maturity Maturity or the redemption dateredemption, as the case may be; and (5f) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of this such Indenture (“Discharge”) with respect to the Notes of such series have been satisfiedcomplied with.

Discharge. This Indenture Mortgage shall only terminate upon payment in full of the Indebtedness and complete performance of the Mortgagor's other obligations hereunder, provided that such termination shall be satisfied and discharged and effective only if the Mortgagee shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely have received a written notice from the trust fund described in clause (b) Mortgagor requesting a discharge or assignment hereof and if no further Indebtedness becomes outstanding prior to the delivery of such discharge or assignment. Upon termination of this Section 8.08Mortgage, the Mortgagor may request in writing that the Mortgagee provide the Mortgagor with a discharge of this Mortgage or an assignment of this Mortgage to a third party and the Mortgagee shall sign such document and send it to the Mortgagor within a reasonable time. The Mortgagor shall pay immediately the Mortgagee's usual administration fee for preparing, reviewing, signing and/or delivering any such discharge or assignment and the Mortgagee's legal and other expenses, whether such documentation is prepared by the Mortgagee's lawyer or by the Mortgagor's lawyer. It is the Mortgagor's responsibility to register the discharge or assignment on title and to pay the registration fee. Successors and Assigns; Joint and Several Liability This Mortgage is binding on and enures to the benefit of the Mortgagor and the Mortgagee and their respective heirs, executors, administrators, legal representatives, successors and assigns, and any person(s) to whom the Mortgagor's interest in all or any part of the Property, or the Mortgagee's interest in this Mortgage, may be transferred. If more than one person signs this Mortgage as more fully set forth chargor, such persons are jointly and severally liable to observe and perform all of the Mortgagor's obligations herein. Interpretation and Headings Paragraph headings do not form a part hereof but are used only for ease of reference. Any reference herein to the singular or the neuter shall also mean the plural or the masculine or the feminine where the context or the parties to this Mortgage so require. If any provision hereof is illegal or unenforceable it shall be considered separate and severable from the remaining provisions hereof which shall remain in force and be binding as though such clause (b), first mentioned provision was not included. Set-Off All payments made by the Mortgagor to the Mortgagee under this Mortgage will be made in respect of the principal of Indebtedness without any legal or equitable set-off or counterclaim and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen without any deduction or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration withholdings of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedkind.

Discharge. This Indenture shall and the Security Documents will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (b2) (i) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in Dollars or U.S. dollars, non-callable Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2a) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4b) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture 8.1 No employee shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (or displaced except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) just cause. * Certain portions of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that exhibit have been authenticated, except lost, stolen or destroyed Notes omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited filed separately with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption;Commission. 8.2 Within two (2) no Default working days or Event seventy-two (72) hours, whichever is shorter of Default any discharge, the Employer shall notify, in writing, the Union and the Employee affected as to the reason for such discharge. In the event the Union disputes such discharge, the matter shall be submitted to arbitration in accordance with Article 9 herein. The arbitrator shall have the authority to make the final determination of such dispute and in the event he finds such discharge to have been improper, he may order reinstatement or such other remedies as he deems appropriate, including awarding back pay and benefits. The Employer agrees that it will cooperate with the Union to expedite the submission of any disputed discharges to an arbitrator and, if the arbitrator agrees, upon the Union's request, to accept an oral ruling from the arbitrator at the conclusion of the hearing. 8.3 It is agreed that discharge for dishonesty, pilferage, bellringing or discharge of an Employee for leaving his or her post or work place and engaging in physical and/or oral confrontation with any member of the public, including friends, spouses, relatives or another Employee of the Employer shall not be subject to the grievance procedure provided herein. Employees discharged or disciplined for use of alcohol or drugs or being under the influence of alcohol or drugs while on duty or for dishonesty, pilferage or bellringing, shall be entitled to arbitrate only the question of their guilt or innocence. If found guilty, the arbitrator must confirm the remedy imposed by the Employer. 8.4 It is agreed that any Employee who shall be denied bonding coverage by the Employer's bonding company or whose bond shall be revoked for any reason, shall be dismissed. Such discharge shall not be subject to the grievance procedure and shall be final. If, subsequent to such refusal to bond or revocation of bond, the bonding company shall agree to bond such Employee or to cancel such revocation and reinstate said bond, such Employee shall be entitled to be reemployed in accordance with his or her seniority as of his or her termination date, but without back pay or benefits and such person shall lose his or her seniority for such period when the bond was denied or revoked. * Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has occurred and is continuing on been filed with the Commission. The omitted portions have been filed separately with the Commission. 8.5 The Employer recognizes the principles of progressive discipline. The employer agrees to delete written reprimand letters from an employee's file one year after the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedreprimand letter.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer or Event of Default any Guarantor has occurred paid or caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge have been complied with. The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Issuer will be deemed to have paid and discharge discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due, (2) the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, benefits and immunities of the Trustee, (4) the Company’s right of optional redemption, and (5) the defeasance provisions of this Indenture (“Discharge”) have been satisfiedIndenture.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants (in the case of non-callable U.S. Government Obligations), to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. Section 401 of the Base Indenture is hereby replaced as follows: This Supplemental Indenture shall be satisfied and discharged and shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 306 of the Base Indenture, and the right to receive solely from the trust fund described in clause (bpayment pursuant to Section 402(a) of this Section 8.08the Base Indenture), and as more fully set forth in such clause (b)the Trustee on Company Request, payments in respect and at the expense of the principal Company, shall execute proper instruments acknowledging satisfaction and discharge of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)this Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 306 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable or payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers Company, in the case of (i), (ii), or any Guarantor (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash and/or (in the case of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination conversion) shares of cash in U.S. dollars and non-callable Government Securities, in amounts as will be Common Stock sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, principal (and premium, if any, ) and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity, at any Fundamental Change Purchase Date or otherwise or has satisfied the Company’s conversion obligations upon conversion (and determination of related Settlement Amounts), as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this Supplemental Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Issuer) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption); (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Security Documents (a “Discharge”) when: (1) either: either (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer or Event of Default any Guarantor has occurred paid or caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge have been complied with. The Company may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Company will be deemed to have paid and discharge discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due, (2) the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, duties and immunities of the Trustee and the Issuer’s obligations related thereto, (4) the Issuer’s rights of optional redemption, and (5) the defeasance provisions of this Indenture (“Discharge”) have been satisfiedIndenture.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rightsobligations under this Indenture, powers, trusts, duties and immunities of the Trustee hereunder Notes and the Issuers’ obligations in connection therewith), Note Guarantees when: (1) either: : (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, replaced) have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year (a "Discharge") under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, an amount suffi- cient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of its Subsidiaries is bound; (3) Incurrence of Debt the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureproceeds of which are used for the deposit); (4) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfiedcomplied with.

Discharge. This Indenture If the Issuer shall pay or cause to be paid, or there shall be satisfied and discharged and otherwise paid, or provision shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely made for the benefit of payment of, the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest due or to become due on the Bonds at the times and Additional Interestin the manner stipulated therein, and if the Issuer shall not then be in default under any of the other covenants and promises in such Bonds and this Indenture to be kept, performed and observed by it or on its part, and if the Issuer shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof or of the Bonds and of the Loan Agreement, then, except for the rights of the Trustee under Section 8.2 hereof, these presents and the interests in the Trust Estate and rights hereby granted shall cease, determine and be void, and the Trustee shall take such actions as may be required by the Issuer to evidence the cancellation and discharge of the lien of this Indenture. Any Bond shall be deemed to be paid within the meaning of this Article VI and for all purposes of this Indenture when (i) payment of the principal of and the applicable redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this Indenture, or otherwise), shall have been provided to the Trustee by irrevocably depositing with the Trustee, in trust, and the Trustee shall have irrevocably set aside exclusively for such payment, any combination of (1) funds provided by the Borrower sufficient to make such payment, and/or (2) Government Obligations (purchased with such funds) not subject to redemption or prepayment and maturing as to principal and interest in such amounts and at such times as will, in the written opinion of a firm of nationally recognized independent certified public accountants delivered to the Trustee, provide sufficient moneys, without reinvestment of any matured amounts, to make such payment without reinvestment (and there shall be no such reinvestment); (ii) the Trustee shall have been given irrevocable written instructions to call all outstanding Bonds for redemption on a date certain, if such Bonds are to be called for redemption prior to maturity; (iii) the Trustee shall have received a Favorable Opinion of Bond Counsel; and (iv) all necessary and proper fees, compensation, expenses and indemnities of the Trustee and the Tender Agent pertaining to the Bonds shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. Prior to the defeasance of Bonds in a Daily Rate or a Weekly Rate, the Borrower shall be required to effect a conversion of the Bonds to a Flexible Rate or a Term Rate having a term equal to or greater than the date of fixed maturity or redemption; redemption contained in the notice set forth in (2ii) no Default or Event above. Prior to the defeasance of Default has occurred and is continuing on Bonds having a Term Rate which have Term Rate Periods shorter than the redemption date contained in the notice set forth in (ii) above, the Borrower shall be required to effect a conversion of the deposit Bonds to a Flexible Rate or will occur as to a result of Term Rate having a term equal to or greater than the deposit and the deposit will not result redemption date set forth in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indentureii) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions above. Prior to the Trustee to apply the deposited money toward the payment defeasance of the Notes at fixed maturity or the redemption dateBonds having a Term Rate, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.the

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08have been canceled, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee, as expressly provided for in this Indenture) as to all outstanding Notes, the Parent Guarantee and the Issuers’ obligations in connection therewith), all Subsidiary Guarantees when (a) either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (b2) (a) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Issuers Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer and, in any case, the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersan amount sufficient, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Notes to the date of fixed maturity or redemption, together with all other amounts due under the Indenture; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money funds toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and provided that if such redemption is made as provided in Section 3.7(a), (5x) the Issuers amount of funds that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited the Applicable Premium Deficit in trust on or prior to the redemption date as necessary to pay the Applicable Premium as determined by such date (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have delivered no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge. In addition, the Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuer’s, Holdings’ and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture 8.1 No employee shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (or displaced except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when:just cause. (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; 8.2 Within two (2) no Default working days or Event seventy-two (72) hours, whichever is shorter of Default has occurred any discharge, the Employer shall notify, in writing, the Union and the Employee affected as to the reason for such discharge. In the event the Union disputes such discharge, the matter shall be submitted to arbitration in accordance with Article 9 herein. The arbitrator shall have the authority to make the final determination of such dispute and in the event he finds such discharge to have been improper, he may order reinstatement or such other remedies as he deems appropriate, including awarding back pay and benefits. The Employer agrees that it will cooperate with the Union to expedite the submission of any disputed discharges to an arbitrator and, if the arbitrator agrees, upon the Union’s request, to accept an oral ruling from the arbitrator at the conclusion of the hearing. 8.3 It is continuing agreed that discharge for dishonesty, pilferage, bellringing or discharge of an Employee for leaving his or her post or work place and engaging in physical and/or oral confrontation with any member of the public, including friends, spouses, relatives or another Employee of the Employer shall not be subject to the grievance procedure provided herein. Employees discharged or disciplined for use of alcohol or drugs or being under the influence of alcohol or drugs while on duty or for dishonesty, pilferage or bellringing, shall be entitled to arbitrate only the question of their guilt or innocence. If found guilty, the arbitrator must confirm the remedy imposed by the Employer. 8.4 It is agreed that any Employee who shall be denied bonding coverage by the Employer’s bonding company or whose bond shall be revoked for any reason, shall be dismissed. Such discharge shall not be subject to the grievance procedure and shall be final. If, subsequent to such refusal to bond or revocation of bond, the bonding company shall agree to bond such Employee or to cancel such revocation and reinstate said bond, such Employee shall be entitled to be reemployed in accordance with his or her seniority as of his or her termination date, but without back pay or benefits and such person shall lose his or her seniority for such period when the bond was denied or revoked. 8.5 The Employer recognizes the principles of progressive discipline. The employer agrees to delete written reprimand letters from an employee’s file one year after the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedreprimand letter.

Discharge. This Indenture (i) The Company may terminate Employee's employment for any reason deemed sufficient by the Company upon no less than 10 business days advance notice given as provided in Section 9. However, in the event that Employee's employment is terminated during the Term by the Company for any reason other than his Misconduct or Disability (both as defined below), then: (A) for the period of the Term then remaining (the "Remaining Term") the Company shall (i) continue to pay Employee, at the regular payroll periods, Employee's Base Compensation as in effect immediately prior to the Notice of Termination, plus an amount equal to the Company's maximum contribution it would have made on behalf of Employee to the Company's qualified 401(k) plan assuming Employee had continued his active participation in such plan at the maximum participant contribution level permitted under such Plan, and (ii) the Company, at its cost, shall provide or arrange to provide Employee (and Employee's eligible dependents) with life, disability, accident and group health insurance benefits substantially similar to those which Employee (and Employee's dependents) were receiving immediately prior to the Notice of Termination; however, the welfare benefits otherwise receivable by Employee pursuant to this clause (ii) shall be satisfied reduced to the extent comparable welfare benefits are actually received by Employee (and/or Employee's dependents) during such period under any other employer's welfare plan(s) or program(s), and discharged and any such welfare benefits actually received shall cease be reported to be the Company by Employee; however, in no event (ii) Notwithstanding the foregoing provisions of further effect as this Section 7, in the event Employee is terminated because of Misconduct, the Company shall have no obligations pursuant to all Notes issued hereunder (except for this Agreement after the Date of Termination. As used herein, "Misconduct" means (a) the rights willful and continued failure by Employee to substantially perform his duties with the Company (other than any such failure resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of Holders a Notice of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (bTermination by Employee for Good Reason), payments after a written demand for substantial performance is delivered to Employee by the Board, which demand specifically identifies the manner in respect of which the principal of and premiumBoard believes that Employee has not substantially performed his duties, if any, interest and Additional Interest, if any, on such Notes when such payments are due, or (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 willful engaging by Employee in conduct which is demonstrably and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid materially injurious to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable monetarily or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument otherwise (other than this Indenture) such conduct resulting from Employee's incapacity due to physical or mental illness or any such actual or anticipated conduct after the issuance of a Notice of Termination by Employee for Good Reason), after a written demand for substantial change in conduct is delivered to Employee by the Board which demand specifically identifies the manner in which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor Board believes that employee has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption dateengaged in injurious conduct. For purposes hereof, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.no act, or

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption. Any Applicable Premium Deficit shall be set forth in an Officer's Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption); (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. (1) This Indenture Agreement shall be satisfied and discharged and shall cease continue in effect until the Specified Date. Notwithstanding anything in this Agreement or the Note or any Secured Note Document to be of further effect as to all Notes issued hereunder (except for the contrary, (a) any Debtor shall automatically be released from its obligations under this Agreement (and any Lien granted by such Debtor pursuant to this Agreement shall be automatically released) (i) upon the rights consummation of Holders any transaction or series of outstanding Notes related transactions permitted under the Note if as a result thereof such Debtor ceases to receive solely be a Subsidiary or is an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited under this Agreement or the Note), provided that if any Debtor ceases to constitute a wholly-owned Subsidiary, such Debtor shall not be released from this Agreement unless (A) such Debtor is no longer a direct or indirect Subsidiary of the trust fund described Issuer or (B) after giving pro forma effect to such release and the consummation of the relevant transaction, the Issuer is deemed to have made a new Investment (as defined in clause the 2024 Secured Note) in such Person (as if such Person was then newly acquired); it being understood that this proviso shall not limit the release of any Debtor that otherwise constitutes an Excluded Subsidiary for any reason other than not constituting a wholly-owned Subsidiary of the Issuer (this proviso, the “Specified Debtor Release Provision”) and/or (ii) upon the occurrence of the earlier of (x) the date on which the Note has been fully converted in accordance with the terms of the Note and (y) the Maturity Date and (b) any Debtor that meets the definition of this Section 8.08“Excluded Subsidiary” shall be released by the Noteholder promptly following the request therefor by the Issuer, and as more fully set forth in such clause (b), payments in respect of the principal of and premiumsubject, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if anyapplicable, to the date of fixed maturity or redemption;Specified Debtor Release Provision. (2) no Default Notwithstanding anything in this Agreement or Event the Note to the contrary, the Noteholder will release any Lien granted to or held by the Noteholder upon any Collateral (A) upon the occurrence of Default has occurred and is continuing on the earlier of (i) the date on which the Note has been fully converted in accordance with the terms thereof and (ii) the Maturity Date, (B) constituting property sold or to be sold or otherwise Disposed of as part of or in connection with any Disposition (each as defined in the deposit 2024 Secured Note) permitted under the Note or will occur as a result of under any Secured Note Document or the deposit and the deposit will not result in a breach Intercreditor Agreement or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Noteholder has consented, (C) that does not constitute (or ceases to constitute) Collateral, (D) in accordance with Section 12 of the Note Purchase Agreement (E) otherwise pursuant to and in accordance with the provisions of any of its Subsidiaries is a party applicable Secured Note Document or the Intercreditor Agreement or (F) if approved, authorized or ratified in writing by which the Company or any of its Subsidiaries is bound;Noteholder. (3) In connection with any termination or release pursuant to paragraph (a) above, the Issuers Noteholder shall promptly execute (if applicable) and deliver to any Debtor, at such Debtor’s expense, (i) all PPSA discharge statements and similar documents that such Debtor shall reasonably request to evidence and/or effectuate such termination or any Guarantor has paid or caused to be paid release and (ii) all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption daterelevant portion of, as applicable, the case may be; and Pledged Shares (5) as defined in the Issuers have delivered an Officers’ Certificate Canadian Pledge Agreement). Any execution and an Opinion delivery of Counsel any document pursuant to this Section 6.14 shall be without recourse to or representation or warranty by the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedNoteholder.

Discharge. Section 401 of the Base Indenture is hereby replaced as follows: This Supplemental Indenture shall be satisfied and discharged and shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 306 of the Base Indenture, and the right to receive solely from the trust fund described in clause (bpayment pursuant to Section 402(a) of this Section 8.08the Base Indenture), and as more fully set forth in such clause (b)the Trustee on Company Request, payments in respect and at the expense of the principal Company, shall execute proper instruments acknowledging satisfaction and discharge of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)this Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 306 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 1003 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable or payable, or (ii) will become due and payable at their Maturity Date within one year, or (iii) are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, or (iv) have been converted (and the related Settlement Amounts have been determined), and the Issuers Company, in the case of (i), (ii), (iii) or any Guarantor (iv) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash and/or (in the case of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination conversion) shares of cash in U.S. dollars and non-callable Government Securities, in amounts as will be Common Stock sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity Date, at any Fundamental Change Purchase Date, at any Redemption Date, or has satisfied the Company’s conversion obligations upon conversion, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this Supplemental Indenture (“Discharge”) have been satisfiedcomplied with. Notwithstanding anything in this Section 8.01 to the contrary, such satisfaction and discharge shall not be effective earlier than (A) the Close of Business on the Business Day immediately preceding the Maturity Date, in the case of the Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in the case of the Redemption Date in respect of which all of the outstanding Notes have been redeemed, and (C) the Close of Business on the Business Day immediately preceding the Fundamental Change Purchase Date, in the case of the Fundamental Change Purchase Date in respect of which the Holders of all outstanding Notes have exercised their right to require the Company to purchase all of their Notes or convert all of their Notes.

Discharge. This (1) The Trustee shall at the written request of the Corporation release and discharge this Indenture and the other Indenture Documents, execute and deliver such instruments as it shall be satisfied advised by Counsel are requisite for that purpose and discharged and shall cease to be release the Corporation from its covenants herein contained (other than the provisions relating to the indemnification of further effect as the Trustee), upon proof being given to all Notes issued hereunder (except for (a) the rights reasonable satisfaction of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08Trustee that the principal of, and as more fully set forth interest (including interest on amounts in such clause (bdefault, if any), payments in respect on all the Debentures and all other monies payable hereunder have been paid or satisfied or that all the Debentures having matured or having been duly called for redemption, payment of the principal of and premiuminterest (including interest on amounts in default, if any, interest and Additional Interest, if any, ) on such Notes when such payments are dueDebentures and of all other monies payable hereunder has been duly and effectually provided for in accordance with the provisions hereof including the payment of all costs, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 charges and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of expenses properly incurred by the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption;thereon. (2) no Default or Event of Default has occurred and is continuing on the date If any of the deposit or will occur as a result Property (including, without limitation any Equity Interests of any Subsidiary of the deposit Corporation) subject to the Liens (if any) granted by the Corporation pursuant to the Collateral Documents are disposed of and the deposit will such disposition does not result in a breach or violation ofdefault under the Collateral Documents (a “Disposition”), the interests of the Corporation in such Property or constitute a default underassets that have been disposed shall, any material agreement or instrument (other than this Indenture) to which without further act of the Company Trustee or any other holder of its Subsidiaries is a party Debenture and concurrently with such Disposition, cease to be part of the Property or by which assets subject to the Company Liens granted pursuant to such Collateral Documents and shall automatically and without further acts of the Trustee or any holder of its Subsidiaries is bound;the Debentures be released from and no longer be subject to the Liens granted pursuant to any such Collateral Documents and such Liens granted pursuant to any Collateral Documents shall cease to be attached to such Property. (3) The Trustee agrees, at the Issuers or Corporation’s expense, upon the consummation of any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;Disposition, to (4i) the Issuers have delivered irrevocable instructions execute and deliver to the Trustee Corporation such documents as the Corporation shall reasonably request to apply evidence the deposited money toward the payment release of the Notes at fixed maturity or Liens created pursuant to the redemption date, Collateral Documents over any Property subject to such Disposition and (ii) to deliver all certificates representing Equity Interests of any Subsidiary of the Corporation (and any transfer powers thereof) subject to such Disposition and in its possession as the case Corporation may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfieddirect.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Notes when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor Company has paid or caused to be paid all sums payable by it under this Indenture;; and (4) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at fixed maturity or the redemption date, as the case may be; and. (5) In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10, 2.12, 2.16, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.5 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.5 and 8.7 shall survive any discharge pursuant to this Section 8.8. 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.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes) as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b"Discharge") of this Section 8.08, and as more fully set forth in such clause when (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (bi) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: either (a) all such Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust with the Trustee and thereafter repaid to the Issuers, Company or discharged from such trust) have been delivered to the Trustee for cancellation; or or (b) all such Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or payable, will become due and payable by their terms within one year, or are to be called for redemption within one year by reason under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseredemption, and in each case the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash funds in U.S. dollars, non-callable Government Securities, or a combination an amount of cash money in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalthe principal amount, premium, if any, accrued and accrued interest unpaid interest, and Additional InterestLiquidated Damages, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which together with irrevocable instructions from the Company or any of its Subsidiaries is a party or by which directing the Trustee to apply such funds to the payment thereof; (ii) the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; ; and (4iii) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption datematurity, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture Adjunct faculty members with more than four (4) but less than ten (10) Fall and Spring semesters of continuous service, including continuous service prior to the execution of this Agreement who are discharged during the term of their appointment, shall be satisfied and discharged and shall cease entitled, upon written request made within ten (10) days of the discharge, to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) a meeting with their Department Chairperson. For purposes of this Section 8.08paragraph, and as more fully set forth an adjunct faculty member shall not be deemed to have a break in such clause (b)service if: no course is available; the adjunct faculty member’s assigned course is assigned to a full-time faculty member; and/or due to documented health reasons, payments in respect the adjunct faculty member is unable to teach for a period of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect up to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: one (1) either: semester. At such meeting, the adjunct faculty member shall be advised by the Department Chairperson of the reasons for the discharge. Decisions of the Department Chairperson to reinstate the adjunct faculty member are not final unless approved by the ▇▇▇▇. If such adjunct faculty member is not reinstated under the paragraph above, upon written request made within ten (a10) all Notes that have been authenticateddays of the meeting with the Department Chairperson, except lostthe adjunct faculty member shall be entitled to a meeting with the ▇▇▇▇ to discuss the discharge. If the adjunct faculty member is not reinstated by the ▇▇▇▇, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited upon written request made within ten (10) days following the meeting with the ▇▇▇▇, such reasons shall be provided in trust and thereafter repaid writing to the Issuers27 139669.6 8/2/2016 adjunct faculty member. Decisions of the ▇▇▇▇ to reinstate the adjunct faculty member are not final unless approved by the ▇▇▇▇▇▇▇. If the adjunct faculty member is not reinstated by the ▇▇▇▇, have been delivered upon written request made within twenty (20) days of the meeting with the ▇▇▇▇, the adjunct faculty member shall be entitled to a meeting with the ▇▇▇▇▇▇▇ to discuss the discharge. The ▇▇▇▇▇▇▇ may overturn the ▇▇▇▇’▇ decision only if that decision is arbitrary and capricious. For adjunct faculty members with more than ten (10) Fall and Spring semesters of continuous service, including continuous service prior to the Trustee execution of this Agreement, the ▇▇▇▇▇▇▇’▇ decision to discharge shall be based on a “just cause” standard. For purposes of this paragraph, an adjunct faculty member shall not be deemed to have a break in service if: no course is available; the adjunct faculty member’s assigned course is assigned to a full-time faculty member; and/or due to documented health reasons, the adjunct faculty member is unable to teach for cancellation; or a period of up to one (b1) all Notes that semester. Alleged violations of this paragraph shall be initiated at Step 4 (Arbitration) of the grievance procedure contained in Article XV. An arbitrator may overturn the ▇▇▇▇▇▇▇’▇ decision only if the just cause decision is arbitrary and capricious. Notwithstanding the foregoing, the University shall have the option to pay the adjunct faculty member for the remainder of his or her salary for the duration of the semester. If such option is exercised by the University, the termination shall not been delivered be subject to review or challenge pursuant to the Trustee for cancellation have become due and payable grievance or will become due and payable within one year by reason of the mailing of a notice of redemption arbitration procedure or otherwiseany other appeal procedure, and the Issuers or any Guarantor has irrevocably deposited or caused to adjunct faculty member shall be deposited with deemed terminated. Except as provided in Articles II and V, the Trustee as trust funds in trust solely procedures above shall be the exclusive procedure for resolving discharges during the benefit term of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.adjunct faculty member’s appointment. 28 139669.6 8/2/2016

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason of or (iii) have been called for redemption pursuant to Article III and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Company and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Company’s and the Subsidiary Guarantors’ obligations in Section 7.7, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused Trust shall be deemed to have been unable to reach agreement with respect to action to be deposited taken jointly by them hereunder in connection with the Trustee as trust funds in trust solely for Trust and thereupon the benefit Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beTrustee; and (5c) notwithstanding the Issuers have delivered an Officers’ Certificate discharge of a Depositor of the Trust in accordance with this Section 8.02, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Agreement by the Depositors before the date of such discharge or by the undischarged Depositors before or after the date of such discharge, as fully and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and same extent as if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), under this Indenture when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this IndentureIncurrence of Debt the proceeds of which are used for the deposit); (4) the Issuers have Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge have been complied with. In the case of clause (1)(B) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture (“except for those surviving obligations specified above. In connection with a Discharge”) have been satisfied, in the event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Code and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee, as expressly provided for in this Indenture) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuersIssuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption, (ii) will become due and payable, or may be called for redemption, within one year or (iii) have been called for redemption or otherwisepursuant to Article III and, and in any case, the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interestinterest (if U.S. Government Obligations are deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee) to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3b) the Issuers or any Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Subsidiary Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) Employee may terminate this Agreement upon thirty (30) days' prior written notice delivered to New Image within thirty (30) days after the rights occurrence of Holders one or more of outstanding Notes the following events: i) failure by DENTSPLY or New Image to receive solely maintain the duties, status and responsibilities of the Employee substantially consistent with those of Employee's position following the Effective Date; or ii) a reduction in Employee's then current Base Salary, other than any reduction implemented as part of a formal austerity program approved by the Board of Directors of DENTSPLY and applicable to all continuing employees of DENTSPLY and New Image, provided such reduction does not reduce Employee's salary by a percentage greater than the average reduction in the compensation of all employees who continue as employees of DENTSPLY and New Image during such austerity program; or iii) the failure of DENTSPLY to maintain and to continue Employee's participation in DENTSPLY's benefit plans as in effect from time to time on a basis substantially equivalent to the participation and benefits of employees of DENTSPLY similarly situated to the Employee; or iv) a change in the location where Employee is required to perform his services hereunder to any location that is greater than 20 miles from the trust fund described in clause (bcurrent location without Employee's prior consent; or v) of this Section 8.08, any substantial and as more fully set forth in such clause (b), payments in respect uncorrected breach of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen Agreement by either DENTSPLY or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; orNew Image. (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason This Agreement shall terminate as of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption;Employee's death. (2c) no Default or Event New Image may terminate the Employee's employment for Disability by giving the Employee thirty (30) days' prior written notice. For all purposes under this Agreement, "Disability" shall mean that the Employee, at the time notice is given, has been unable to substantially perform his duties under this Agreement for a period of Default has occurred and is continuing on not less than six (6) months as the date of the deposit or will occur as a result of his incapacity due to physical or mental illness, despite reasonable accommodation by New Image. In the deposit and event that the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which Employee resumes the Company or any performance of its Subsidiaries is a party or by which substantially all of his duties hereunder before the Company or any termination of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it his employment under this Indenture; (4) section becomes effective, the Issuers have delivered irrevocable instructions notice of termination shall automatically be deemed to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedrevoked.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption;. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;bound; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral shall be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for i) either (a) all such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust with the rights of Holders of outstanding Notes Trustee and thereafter repaid to receive solely the Company or discharged from such trust) have been delivered to the trust fund described in clause Trustee for cancellation; or (b) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by their terms and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount of this Section 8.08money in U.S. dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, and as more fully set forth in such clause (b), payments in respect of for the principal of and amount, premium, if any, interest accrued and Additional Interestunpaid interest, and Liquidated Damages, if any, on to the date of such Notes when deposit together with irrevocable instructions from the Company directing the Trustee to apply such payments are due, funds to the payment thereof; (bii) the Issuers’ obligations with respect to such Notes Company has paid all other sums payable by it under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix this Indenture; and (ciii) the rights, powers, trusts, duties and immunities Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: Notes (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been theretofore deposited in trust with the Trustee and thereafter repaid to the IssuersCompany or discharged from such trust) at maturity, as the case may be, then this Indenture will cease to be of further force or effect and, at the written request of the Company, accompanied by an Officer's Certificate and Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been delivered complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee will satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason payment of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional InterestLiquidated Damages, if any, will not terminate until the same shall apply the moneys so deposited to the date payment to the Holders of fixed maturity or redemption; (2) no Default or Event Notes of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions due and to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedbecome due thereon.

Discharge. This Indenture The Security Agent shall be satisfied and discharged and shall cease to be release the Pledge if any of further effect as to all Notes issued hereunder (except for the following events occur : a) Upon (a) the rights Secured Liabilities being discharged in full and none of Holders the Finance Parties being under any further actual or contingent obligations to make advances or provide other financial accommodations to the Pledgor or any other person under any of outstanding Notes to receive solely from the trust fund described in clause Finance Documents, or (b) of this Section 8.08the Pledgor ceasing to be both a Borrower and a Guarantor subject to, and as more fully set forth in such clause (b)accordance with, payments in respect the Senior Bridge Facilities Agreement, the Security Agent shall, at the request and cost of the principal Parent, release and cancel the Pledge and procure the reassignment to the Pledgor of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are duethe assets assigned or charged pursuant to the Agreement. b) In connection with (a) any Permitted Disposal of any property that is subject to the Pledge, (b) any sale or other disposition of any Pledged Assets otherwise permitted by any Finance Document that is subject to the Issuers’ obligations with respect to such Notes under Sections 2.03Pledge, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) any sale or other disposition of any Pledged Asset where the rightsFacility Agent or the Security Agent has consented to the disposal pursuant to any Finance Document, powersTake-Out Financing, trusts(d) any sale or any other disposition of any property pursuant to a merger, duties consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and immunities leaseback permitted by any Finance Document to the extent necessary to ensure such merger, consolidation, reorganisation, winding-up, securitisation, Take-Out Financing or sale and leaseback take place or (e) the creation of any Encumbrance permitted by paragraph (x) of the Trustee hereunder definition of Permitted Encumbrances, the Security Agent shall, at the request and cost of the Issuers’ obligations in connection therewith)Parent, when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid release and Notes for whose payment money has been deposited in trust cancel the Pledge and thereafter repaid procure the reassignment to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason Pledgor of the mailing of a notice of redemption or otherwisePledged Assets pursuant to this Agreement, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if anyprovided that, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on extent that the date disposal of the deposit Pledged Assets is a Permitted Disposal or will occur as a result sale or disposition otherwise permitted by the Senior Bridge Facilities Agreement, the Pledged Assets shall be declared to be automatically released from the Pledge with effect from the day of the deposit such disposal and the deposit will not result Security Agent and the Facility Agent shall each do all such acts which are reasonably requested by the Parent in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) order to which release the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedPledged Assets.

Discharge. This Indenture shall Agreement can be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) in the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), whenfollowing manner: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid The parties hereto jointly discharge this Agreement and Notes for whose payment money has been deposited in trust and thereafter repaid confirm the time of such discharge to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year take effect by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptionwritten agreement; (2) no Default or Event A party may notify the other party in writing of Default has occurred the discharge of this Agreement and is continuing on state the effective date of such discharge in a notice at least 10 business days prior to the effective date of the deposit or will occur as a result discharge if any one of the deposit following circumstances occur: a) any representation or warranty made by the other party is untrue in all material aspects or there is material omission in it at the time when such representation or warranty is made or on the Completion Date for the Equity Transfer and Capital Increase; b) when the other party fails to perform his/her/its agreements, undertakings and obligations hereunder in all material aspects pursuant to this Agreement, the abiding party may notify the defaulting party in writing that such breach shall be rectified within thirty (30) days of the receipt of such notice. If such breach has not been rectified or the defaulting party does not put forward any rectification/compensation proposal that is acceptable to the abiding party (if such proposal is reasonable, the abiding party shall not reject it) within such thirty (30) day period, and the deposit will not result in abiding party reasonably believes that such breach may have a breach or violation ofsignificant impact on the financial situation of the company, or constitute a default under, any material agreement or instrument (other than the abiding party shall be entitled to discharge this Indenture) Agreement by giving written notice to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bounddefaulting party; (3) If the Issuers or any Guarantor has paid or caused completion of the Equity Transfer and Capital Increase as described in Article 2.1 hereof cannot be made with 90 days after the date hereof, Noah shall be entitled to be paid all sums payable by it under discharge this Indenture;Agreement. (4) Notwithstanding Article 6.3(3) hereof, if the Issuers have delivered irrevocable instructions completion of the Equity Transfer and Capital Increase as described in Article 2.1 hereof cannot be made within 90 days after the date hereof due to the Trustee fault of Noah, the Original Shareholders or Wentai Education shall be entitled to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedAgreement.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event caused to be paid all other sums then due and payable under this Indenture by the Issuer; provided, that upon any redemption that requires the payment of Default has occurred and the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is continuing on deposited with the Trustee equal to the Applicable Premium calculated by the Issuer as of the date of the deposit or will occur notice of redemption, with any deficit as a result of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit and of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge and any redemption, if applicable, have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if anythe Notes to the Stated Maturity thereof or the date of redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee by 11:00 am NY time on or prior to the date of fixed maturity or redemption;. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture;bound; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Notes Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture A full and complete discharge shall be satisfied provided in the Plan. Injunctions: Ordinary and discharged customary injunction provisions shall be included in the Plan. Conditions to Confirmation and Effectiveness: The Plan shall cease be subject to be usual and customary conditions to confirmation and effectiveness (as applicable), as well as such other conditions that are reasonably satisfactory to the Company and the Requisite Consenting Creditors or Requisite Consenting Supermajority Consenting Creditors, as applicable, including the following: • The Bankruptcy Court shall have entered an order in form and substance reasonably acceptable to the Requisite Consenting Creditors and the Debtors approving the Disclosure Statement as containing “adequate information” within the meaning of further effect as to section 1125 of the Bankruptcy Code; • The Plan and all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described documents contained in clause (b) of this Section 8.08any Plan supplement, including any exhibits, schedules, amendments, modifications or supplements thereto, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that other Definitive Documentation shall have been authenticatednegotiated, except lostexecuted, stolen or destroyed Notes that have been replaced or paid delivered and Notes for whose payment money has been deposited filed with the Bankruptcy Court in trust substantially final form and thereafter repaid in form and substance reasonably acceptable to the IssuersRequisite Consenting Creditors or Requisite Consenting Supermajority Consenting Creditors, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwiseas applicable, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited Debtors and otherwise consistent with the Trustee terms and conditions described in this Term Sheet or the Restructuring Support Agreement, as trust funds in trust solely for the benefit applicable; • The Restructuring Support Agreement shall have been approved pursuant to an order of the HoldersBankruptcy Court and shall not have been terminated, cash and shall be in U.S. dollarsfull force and effect; • The Bankruptcy Court shall have entered a Confirmation Order in form and substance reasonably acceptable to the Requisite Consenting Creditors and the Debtors and the Confirmation Order shall be a final order; and • On or simultaneously with the occurrence of the Effective Date, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debtors shall have closed on the Notes not delivered Exit Facility, which Exit Facility shall be in form and substance reasonably acceptable to the Trustee for cancellation for principalDebtors and the Requisite Consenting Creditors; provided, premiumhowever, if anythat the commitment amount, the interest rate, the maturity date, and accrued interest and Additional Interest, if any, all financial covenants in the Exit Facility shall be reasonably acceptable to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedRequisite Supermajority Consenting Creditors.

Discharge. This Indenture Provided that (i) the Trust, the trustee thereof, and the terms and conditions (as well as the form and substance) of the indenture whereby the Trust shall have been established shall be satisfied and discharged and shall cease reasonably satisfactory to the Required Holders, (ii) the purchase price of the United States Governmental Securities to be of further effect as to all Notes issued hereunder (except for (a) deposited into the rights of Holders of outstanding Notes to receive solely from Trust shall have been fully paid by the trust fund described in clause (b) of this Section 8.08Company, and as more fully set forth in such clause United States Governmental Securities shall have been so deposited into the Trust (b), payments in respect and each holder shall have received written verification thereof by the trustee of the principal of Trust) and premiumshall, if anyas so deposited, be unencumbered by any Lien and sufficient to pay all principal, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, nonMake-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional InterestWhole Amount, if any, to fall due on the date Notes then outstanding as provided in Section 22.8(a) (and each holder shall have received written verification of fixed maturity or redemption;such sufficiency by the independent certified public accountants of recognized national standing selected by the Company), (2iii) the Company shall have (A) paid in full all fees, costs and expenses of the trustee of the Trust and of all holders incurred in connection with the preparation of the trust indenture and the establishment of the Trust, including, without limitation, all reasonable attorneys' fees and disbursements, and (B) prepaid in full any and all fees, costs and expenses of the trustee of the Trust for the entire term of the Trust (and the holders of the Notes shall have received written confirmation from the trustee confirming its receipt of the payments required to be made to it pursuant to this clause (iii)), (iv) the Company shall have no continuing legal or equitable interest in the Trust or the United States Governmental Securities deposited into the Trust (other than a reversionary interest in any such United States Governmental Securities or the proceeds therefrom, remaining after the full, final and indefeasible payment of the principal amount of the Notes and all interest and Make-Whole Amount, if any, thereon) and shall have no right to direct or instruct the trustee of the Trust, or to remove such trustee, or otherwise to require such trustee to take any action with respect to such United States Governmental Securities or otherwise, (v) no Default or Event of Default has shall have occurred and be continuing at the time of such deposit, (vi) the Company shall have delivered the written notice referred to in Section 22.8(a) hereof to the holders and a legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ Mayor Day ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. or other independent counsel to the Company, reasonably satisfactory to the Required Holders stating, among other things which the Required Holders may reasonably request, that (A) the Trust is continuing validly created and duly constituted and that the sole beneficiaries thereof are the holders, (B) the United States Governmental Securities deposited therein were validly contributed to the Trust and constitute a legal and valid res of the Trust, (C) the Company's actions in creating the Trust and contributing the United States Governmental Securities thereto were duly authorized and valid, (D) the Company, as the settlor of the Trust, has no right, title or interest in and to the Trust or the res thereof (other than a reversionary interest in any United States Governmental Securities, or the proceeds thereof, remaining after the full, final and indefeasible payment of the principal amount of the Notes and all interest and Make-Whole Amount, if any, thereon) and has no power of direction, or right of removal, with respect to the trustee of the Trust, (E) if any of the events described in clause (g) or clause (h) of Section 11 were to occur, the Trust and the res thereof would not be part of the estate of the Company and (F) the creation of the Trust and the depositing of the United States Governmental Securities therein shall not, for purposes of the Code with respect to any holder, result in a taxable event whereby (I) such holder may become liable to pay a tax on any gain deemed to have arisen with respect to such transaction or (II) such holder shall have been deemed to have suffered a loss with respect to such transaction, (vii) all principal, interest costs, expenses and other sums due and payable to the holders under the this Agreement, the Other Agreements and the Notes on the date the Trust is created shall have been paid in full, and (viii) the Company shall have delivered to the holders an opinion of independent certified public accountants of recognized national standing selected by the Company, reasonably satisfactory to the Required Holders and prepared at the expense of the deposit or will occur as a result Company (provided that the Company shall have the right to negotiate with such accountants regarding the cost of furnishing such opinion), stating that under GAAP the creation of the deposit Trust and the deposit will depositing of the United States Governmental Securities therein shall not result, with respect to any holder, in an exchange of the Note or Notes of such holder for all or part of such United States Governmental Securities which exchange would result in a breach gain or violation ofloss being realized by such holder under GAAP in respect of such transaction, then, and in that case, all obligations of the Company under this Agreement, the Other Agreements and the Notes shall be discharged; provided, however, if the contribution to the Trust of any United States Governmental Securities is invalidated, declared to be fraudulent or preferential, set aside, or constitute a default underif any such United States Governmental Securities are required to be returned or redelivered to the Company, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company custodian, trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of its Subsidiaries is bound; (3) such invalidation, return or redelivery, the Issuers or any Guarantor has paid or caused to be paid all sums payable by it obligations under this Indenture; Agreement, the Other Agreements and the Notes (4) the Issuers less any payments, which shall not have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment been themselves invalidated, returned or redelivered, made thereon from or in respect of the Notes at fixed maturity United States Governmental Securities so invalidated, returned or the redemption date, as the case may be; and (5redelivered) the Issuers have delivered an Officers’ Certificate shall be revived and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedrestored.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights Company shall deliver to the Fiscal Agent for cancellation all Securities theretofore authenticated and delivered (other than any Securities which shall have been destroyed, lost or stolen and in lieu of Holders of outstanding Notes to receive solely from the trust fund described or in clause substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (aii) all Notes that have been authenticated, except lost, stolen Securities not theretofore surrendered or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee Fiscal Agent for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseFiscal Agent, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Fiscal Agent, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay at maturity or upon redemption all of the Securities (other than any Securities which shall have been destroyed, lost or stolen and discharge the entire indebtedness on the Notes in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee Fiscal Agent for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Agreement shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Securities provided in this Agreement) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture (“Discharge”) Agreement have been satisfiedcomplied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Fiscal Agent in relation thereto or in carrying out the provisions of this Agreement, the Fiscal Agent shall satisfy and discharge this Agreement ("Discharge"); provided that the Company's or the Guarantor's obligations with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Securities of all sums due and to become due thereon.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge have been complied with. The Issuer may elect, at its option, to have its obligations discharged with respect to the outstanding Notes. Such legal defeasance means that the Issuer will be deemed to have paid and discharge discharged the entire indebtedness represented by the outstanding Notes, except for: (1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due, (2) the Issuer’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (3) the rights, powers, trusts, duties and immunities of the Trustee, (4) the Company’s right of optional redemption, and (5) the defeasance provisions of this Indenture (“Discharge”) have been satisfiedIndenture.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company shall deliver to the Trustee for cancellation; or cancellation all Notes theretofore authenticated and delivered (bother than any Notes which shall 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 cancelled, or (ii) all Notes that have not been theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseTrustee, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on at maturity or upon redemption all of the Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Indenture shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Notes provided in this Indenture) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee shall satisfy and discharge this Indenture ("Discharge"); provided that the Company's or any Guarantor's obligations with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Notes of all sums due and to become due thereon.

Discharge. This Indenture (i) If there be more than one Depositor, the following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) all Notes in the event that have been authenticated, except lost, stolen any Depositor shall fail to undertake or destroyed Notes that have been replaced perform any of the duties which by the terms of this Agreement are required by it to be undertaken or paid performed and Notes such failure shall continue for whose payment money has been deposited in trust and thereafter repaid 30 days after notice to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall have an order of relief entered with respect to it, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositors shall act hereunder without the necessity of any other or further action on its part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.01 shall be revoked by written notice given by an executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.01, the Depositors of the mailing Trust shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder in connection with the Trust and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositors shall act hereunder without the necessity of any other or further action on their part or on the part of the Trustee; (c) notwithstanding the discharge of a notice Depositor of redemption or otherwisethe Trust in accordance with this Section 8.02, and the Issuers or any Guarantor has irrevocably deposited or caused such Depositor shall continue to be deposited fully liable in accordance with the Trustee as trust funds provisions hereof in trust solely for respect of action taken or refrained from under this Agreement by the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to Depositors before the date of fixed maturity such discharge or redemption; (2) no Default by the undischarged Depositors before or Event of Default has occurred and is continuing on after the date of the deposit or will occur such discharge, as a result of the deposit fully and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, same extent as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and if no discharge of this Indenture (“Discharge”) have been satisfiedhas occurred.

Discharge. This Section 8.01 of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes and any reference to Section 8.01 of the Base Indenture with respect to the Notes shall be satisfied superseded by and discharged and references thereto shall be deemed to refer to this Section 7.01. This Second Supplemental Indenture shall upon Company Request cease to be of further effect (except as to all Notes issued hereunder (except for (a) the any surviving rights of Holders registration of outstanding transfer or exchange of the Notes expressly provided for, rights under Section 2.08 of the Base Indenture, and the right to receive solely from payment pursuant to Section 8.02 of the trust fund described in clause (b) Base Indenture, and the obligations of the Company to the Trustee under Section 7.07 of the Base Indenture), and the Trustee on Company Request, and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)Second Supplemental Indenture, when: (1) either: (aA) all Notes that theretofore authenticated and delivered (other than (i) Notes which have been authenticateddestroyed, except lost, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.08 of the Base Indenture and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the IssuersCompany or discharged from such trust, as provided in Section 2.05 of the Base Indenture) have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwisepayable, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit purpose an amount in cash or (in the case of the Holdersconversion) cash, cash in U.S. dollars, non-callable Government Securities, shares of Common Stock or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be applicable, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, Accreted Principal Amount and accrued interest and Additional Interestinterest, if any, to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Maturity Date, at any Fundamental Change Repurchase Date, at any Redemption Date, or has satisfied the Company’s conversion obligations upon conversion, as the case may be; provided, however, in the event a petition for relief under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee is required to return the deposited money to the Company, the obligations of the Company under this Second Supplemental Indenture with respect to such Notes shall not be deemed terminated or discharged; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beCompany; and (53) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided or relating to the satisfaction and discharge of this Second Supplemental Indenture (“Discharge”) have been satisfiedcomplied with. Notwithstanding anything in this Section 7.01 to the contrary, such satisfaction and discharge shall not be effective earlier than (A) the Close of Business on the Business Day immediately preceding the Maturity Date, in the case of the Maturity Date, (B) the Close of Business on the Business Day immediately preceding the Redemption Date, in the case of the Redemption Date in respect of which all of the outstanding Notes have been redeemed, (C) the Close of Business on the Business Day immediately preceding the Repurchase Date, in the case of a Repurchase Date on which the holders of all of the outstanding Notes have exercised their right to require us to repurchase all of their Notes, and (D) the Close of Business on the Business Day immediately preceding the Fundamental Change Repurchase Date, in the case of the Fundamental Change Repurchase Date in respect of which the Holders of all outstanding Notes have exercised their right to require the Company to repurchase all of their Notes or convert all of their Notes.

Discharge. This Indenture shall and the Security Documents will be satisfied and discharged and shall will cease to be of further effect and any Collateral then securing the Notes shall be automatically released (except as to surviving rights or registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1Collateral Agent) as to all outstanding Notes and all Guarantees when either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or or (b) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or payable, (ii) will become due and payable payable, or may be called for redemption, within one year by reason or (iii) have been called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name and at the expense of the Issuer, and and, in any case, the Issuers Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all other sums payable by it the Issuer under this Indenture;; and (43) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee and the Collateral Agent stating that all conditions precedent to satisfaction and discharge have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7 shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officers’ Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall will cease to be of further effect (except as to all Notes issued hereunder (except surviving rights of registration of transfer or exchange of the Securities as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all Notes that have been authenticatedthe Securities theretofore authenticated and delivered (other than destroyed, except lost, lost or stolen or destroyed Notes that Securities which have been replaced or paid and Notes Securities for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have Securities not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at Stated Maturity within one year by reason or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be such purpose an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes Securities not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, on the Securities to the date of fixed maturity such deposit (in the case of Securities which have become due and payable) or redemption; to the Stated Maturity or redemption date, as the case may be, (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; Indenture by the Company, and (4c) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture If the Issuer shall pay or cause to be paid from the Pledged Revenues the principal, premium, if any, and interest due or to become due on the Bonds at the times and in the manner stipulated therein, and if the Issuer shall not then be in default in any of the covenants and promises in the Bonds and in this Bond Agreement expressed as to be kept, performed and observed by it or on its part, and shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof, then these presents and the estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee shall cancel and discharge the lien of this Bond Agreement and execute and deliver to the Issuer such instruments in writing as shall be satisfied requisite to cancel and discharged discharge the lien hereof, and reconvey, release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Bond Agreement, except moneys or securities held by the Trustee in separate segregated trust accounts pursuant to this Bond Agreement for the payment of the principal of, premium, if any, and interest on unpresented Bonds. Any Bonds shall cease be deemed to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect paid when payment of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when Bond, plus interest thereon to the due date thereof (whether such payments are duedue date be by reason of maturity or upon redemption as provided herein, or otherwise) either (a) shall have been made or caused to be made in accordance with the terms hereof, or (b) shall have been provided for by irrevocably depositing with the Issuers’ obligations Trustee, in trust and irrevocably setting aside exclusively for such payment, (i) cash, without regard to any investment or reinvestment thereof, sufficient to make such payment or (ii) Defeasance Obligations which are not callable prior to maturity by the issuer thereof or anyone acting on its behalf maturing as to principal and interest in such amounts and at such times, without regard to any investment or reinvestment thereof, as will provide sufficient moneys, together with any uninvested cash, to make such payment, and all necessary and proper fees and expenses of the Trustee pertaining to the Bond with respect to which such Notes deposit is made. At such time as a Bond shall be deemed to be paid hereunder as aforesaid, it shall no longer be deemed to be outstanding hereunder and shall no longer be secured by or entitled to the benefits hereof, except for the purposes of any such payment from such moneys or Defeasance Obligations. Notwithstanding the foregoing, no deposit under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and clause (cb) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherimmediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) all Notes that The deposit shall have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid made under the terms of an escrow trust agreement in form and Notes for whose payment money has been deposited in trust and thereafter repaid substance satisfactory to the Issuers, Trustee consistent herewith and a verification report with respect to the sufficiency of such deposit prepared by an independent certified public accountant shall have been delivered to the Trustee for cancellation; orTrustee; (b) all Notes In the case of an escrow trust deposit with respect to Bonds subject to redemption prior to maturity at the option of the Borrower, the Borrowers shall have delivered an irrevocable Borrower’s Certificate designating when such Bonds are to be paid or redeemed under terms of such escrow trust agreement; (c) In case of Bonds which are to be redeemed prior to maturity from such escrow trust deposit, a redemption notice meeting the requirements of Section 2.08 and stating that such Bonds are being redeemed from a deposit made pursuant to this Section 2.23 shall either (i) have not been delivered given, or (ii) shall have been provided for by delivery to the Trustee of irrevocable instructions for cancellation the giving of such notice; (d) The Trustee shall have become due and payable or will become due and payable within one year by reason been furnished with an opinion of Bond Counsel to the effect that the payment of the mailing Bonds in accordance with said escrow trust agreement will not adversely affect the excludability from gross income of a the Bondowners for federal income tax purposes and will not cause the Bonds to be classified as “arbitrage bonds” under Section 148 of the Code; and (e) The Trustee shall have covenanted to give notice of redemption such deposit to the Bondowner of each Bond outstanding at the address shown on the Bond Register. All moneys or otherwiseDefeasance Obligations set aside and held in trust pursuant to the provisions of this Article for the payment of Bonds (including interest and premium thereon, if any) shall be applied to and used solely for the Issuers payment of the particular Bonds (including interest and premium thereon, if any) with respect to which such moneys and Defeasance Obligations have been so set aside in trust. If moneys or any Guarantor has irrevocably Defeasance Obligations have been deposited or caused to be deposited set aside with the Trustee as trust funds in trust solely pursuant to this Article for the benefit payment of Bonds and the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars interest and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, thereon and accrued such Bonds and the interest and Additional Interestpremium, if any, thereon shall not have in fact been actually paid in full, no amendment to the date provisions of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on this Section 2.23 shall be made without the date consent of the deposit or will occur as a result Bondowner of each of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.Bonds affected thereby. ARTICLE III

Discharge. This Indenture In the event of an employee who has seniority being discharged employment, and the employee feeling that an injustice has been done, the case may be taken up as a grievance. Probationary employees may be terminated at the reasonable discretion of the Employer All such cases shall be satisfied taken up within three (3) days and disposed of within seven (7) days of the date the employee is of his discharge, except where a case is taken to arbitration. A claim by an employee. who has attained seniority, that he has been unjustly discharged from his employment shall be treated as a grievance if a written statement of such grievance lodged with the superintendent within three (3) days after the employee ceases to work for the Employer. Such special grievance may be settled by confirming the Management's action in dismissing the employee, or by reinstating the employee with full compensation for time lost, or by any other arrangement which is just and shall cease equitable in the opinion of the conferring parties. If an employee is to be of further effect as to all Notes issued hereunder (except for (a) suspended, dismissed or given a written reprimand, the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08shop ▇▇▇▇▇▇▇ will be present and if not available, and as more fully set forth in such clause (b), payments in respect a of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities bargaining unit of the Trustee hereunder employee's choosing be present business representative of the Union must make arrangements with the Manager of the Ernployer or his designated representative to visit the plant of the Employer; permission shall not be unreasonably withheld. All of Union Committees and the Issuers’ obligations in connection therewith), when: all stewards must have one (1) either: (a) all Notes that have been authenticated, except lost, stolen year or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited more service with the Trustee as trust funds Employer to serve in trust solely such capacity, provided that if no such employee is willing to accept appointment the Union may appoint an employee to temporarily fill the position. Union notices shall be posted provided they have the Manager's prior written approval. Employer agrees that the Union through the ▇▇▇▇▇▇▇ may each new employee during the first thirty (30) days of employment for the benefit purpose of acquainting the Holdersnew employee with the Collective Agreement Each interview shall not exceed fifteen (15) and shall be without loss of pay, cash in U.S. dollars, non-callable Government Securitiesprovided the ▇▇▇▇▇▇▇ who has his or her regular duties to obtains his or her supervisor, or a combination of cash in U.S. dollars and non-callable Government Securitiesdesignate, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity his or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedwork.

Discharge. This Indenture shall be satisfied and discharged and shall will cease to be of further effect (except as to all surviving rights of registration of transfer or exchange of the Notes issued hereunder (except as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture when (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause either (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (ai) all the Notes that have been authenticatedtheretofore authenticated and delivered (other than destroyed, except lost, lost or stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at Stated Maturity within one year by reason or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company, (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional InterestLiquidated Damages, if any, and interest on the Notes to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemption; to the Stated Maturity or redemption date, as the case may be, (2c) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; Indenture by the Company and any Guarantor, and (4d) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been canceled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1Trustee) as to all outstanding Notes when either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuersIssuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (b1) all Notes that have not been delivered to the Trustee for cancellation otherwise (A) have become due and payable payable, or (B) will become due and payable within one year by reason of and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Securities, Obligations or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants selected by the Issuer and delivered to the Trustee to pay and discharge the entire indebtedness Debt (including all principal and accrued interest (entirely in Cash Interest)) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture;; and (43) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or maturity. In addition, the redemption date, as Issuer must deliver to the case may be; and (5) the Issuers have delivered Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Guarantors’ obligations in Section 6.6 shall survive any discharge pursuant to this Section 7.8. If this Indenture (“Discharge”) have been satisfiedis discharged pursuant to this Section 7.8, all Liens on the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties will be released and the Collateral Documents, solely with respect to the Notes, shall cease to be of further effect, all without delivery of any instrument or performance of any act by any party. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

Discharge. This Indenture The following provisions shall be satisfied provide for the discharge of a Depositor and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect liability of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) Depositors in the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities event of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) eitherdischarge of a Depositor: (a) in the event that any Depositor shall fail to undertake or perform any of the duties which by the terms of this Agreement are required by it to be undertaken or performed and such failure shall continue for thirty days after notice to all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to Depositors from the Trustee or if any Depositor shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the property of any Depositor shall be appointed or any public officer shall take charge or control of any Depositor or its property or affairs for cancellation; orthe purpose of rehabilitation, conservation or liquidation, then such Depositor shall forthwith be and shall be deemed to be discharged forever as a Depositor hereunder and thereupon the remaining Depositor shall act hereunder without the necessity of any other or further action on its part or their part or on the part of the Trustee; (b) all Notes in the event that have the power of attorney referred to in Section 8.1 shall be revoked by written notice given by the executing Depositor and it shall not been delivered to the Trustee for cancellation have become due and payable or will become due and payable be replaced within one year business day by reason another power of attorney conforming with the requirements of said Section 8.1, the Depositors shall be deemed to have been unable to reach agreement with respect to action to be taken jointly by them hereunder and thereupon the Depositor which has revoked the power of attorney executed by it shall be discharged hereunder upon the expiration of such one-day period and thereupon the other Depositor shall act hereunder without the necessity of any other or further action on its part or on the part of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beTrustee; and (5c) notwithstanding the Issuers have delivered an Officers’ Certificate discharge of a Depositor in accordance with this Section 8.2, or the resignation of a Depositor pursuant to Section 8.4, such Depositor shall continue to be fully liable in accordance with the provisions hereof in respect of action taken or refrained from under this Indenture by the Depositors before the date of such discharge or by the undischarged Depositor before or after the date of such discharge, as fully and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and same extent as if no discharge of this Indenture (“Discharge”) have been satisfiedhad occurred.

Discharge. (a) This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to rights of transfer or exchange of Notes which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, have been cancelled and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), whenTrustee) as to all outstanding Notes when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the IssuersIssuer or discharged from this trust), have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (1) have become due and payable or payable, (2) will become due and payable payable, or may be called for redemption, within one year by reason of or (3) have been called for redemption pursuant to Section 3.7 and, in any case, the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Canadian dollars, non-callable Canadian Government Securities, Obligations or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest, ) to pay and discharge the entire indebtedness on Indebtedness (including all principal and accrued interest) under the Notes not theretofor delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3b) the Issuers or any Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture;; and (4c) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Issuer must deliver an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been complied with. (b) In the case of Section 8.8(a)(2), and subject to the next sentence and notwithstanding Section 8.8(a), the Issuer's and the Guarantors' obligations, as applicable, in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10, 2.12, 2.15, 2.18, 4.2, 7.14, 8.5 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Issuer's and the Guarantors' obligations in Sections 7.14, 8.5 and 8.7 shall survive any discharge pursuant to this Section 8.8. (c) After such delivery or irrevocable deposit and receipt of the Officers' Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer's obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described Except as otherwise provided in clause (b) of this Section 8.0810.01, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof Parent and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder Issuer may terminate their and the Issuers’ Subsidiary Guarantors' obligations in connection therewith), whenunder this Indenture and the Notes if: (1i) either: (a) all the Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that 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 Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable payable, or will are by their terms to become due and payable within one year by reason or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseredemption, and the Issuers Issuer shall deposit or any Guarantor has irrevocably deposited or caused cause to be deposited with the Trustee as trust funds in trust solely for the benefit an amount of the Holders, cash money in U.S. dollarsdollars sufficient, non-callable or U.S. Government SecuritiesObligations, the principal of and interest on which when due, will be sufficient or a combination thereof, sufficient in the opinion of cash a nationally recognized firm of independent public accountants expressed in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interesta written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the at maturity or upon redemption all Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, premium, if any, including principal and accrued any premium and interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or date fixed for redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; (ii) the Issuer has paid all other sums payable under this Indenture by the Issuer; and (5iii) the Issuers have Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with. (b) With respect to the foregoing clause (a)(i)(a), the Issuer's and the Guarantors' obligations under Section 7.07 shall survive such satisfaction and discharge. With respect to the foregoing clause (a)(i)(b), the Issuer's and the Guarantors' obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07, 7.08, 10.04, 10.05 and 10.06 of this Indenture shall survive until the Notes are no longer outstanding. Thereafter, only the Issuer's and the Guarantors' obligations in Sections 7.07, 10.05 and 10.06 shall survive. After any such irrevocable deposit, the Trustee upon written request of the Issuer shall acknowledge in writing the discharge of the Issuer's and the Guarantors' obligations under the Notes and this Indenture, except for those surviving obligations specified above.

Discharge. This Indenture (a) The Club shall have the right to terminate the employment of the Employee for Cause only as follows: (i) immediately if the circumstances constituting Cause are not subject to being cured by Employee or (ii) in the event that such circumstances are capable of being cured, Club shall notify Employee of such circumstances, upon the receipt of which Employee shall have ten (10) days in which to cure such Cause and if he fails to so cure, this Agreement shall be satisfied terminable by Club in writing delivered to Employee on or before the tenth day following the delivery of said notice by Club. If the Club exercises such right, then effective as of the date of such termination, all of its payment and discharged other obligations under this Agreement shall thereupon cease and terminate, it being understood, that, Club shall cease pay to Employee any compensation amounts which are attributable to the period prior to, but which were unpaid as of the date of, such termination. As used herein, the term "Cause" shall be of further effect as strictly limited to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes Employee's unreasonable neglect or refusal to receive solely from perform the trust fund described in clause (b) of this Section 8.08duties assigned to him hereunder, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, or (b) the Issuers’ obligations Employee being convicted of a felony or pleading nolo contendere with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; ora felony charge. (b) all Notes that have not been delivered In the event the Club shall terminate the employment of the Employee without Cause at any time during the Term hereof by delivery of written notice to Employee, then for the remainder of the term hereof or until the Employee's death if earlier, Club shall: continue to provide the Employee and his immediate family the benefits as provided for in Subsection 3(a) hereof and continue to pay to the Trustee for cancellation have become Employee the salary due at the times and payable or will become due in the amounts then applicable under Section 2 hereof and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may beExhibit A hereto; and (5, additionally, pay the annuity payments in full as provided for in Subsection 3(b) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedhereof.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Security Documents (a “Discharge”) when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries the Guarantors is a party or by which the Company Issuer or any of its Subsidiaries the Guarantors is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent under this Indenture relating to satisfaction the Discharge and discharge any redemption, if applicable, have been complied with. In the case of clause (1)(B) of this Indenture Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.2, 4.15 (“Discharge”) have been satisfiedas to legal existence of the Issuer only), 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, Section 8.6 shall survive any discharge pursuant to Section 8.8.

Discharge. This Indenture If the Issuer shall be satisfied and discharged and shall cease pay or cause to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely paid from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of Pledged Revenues the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest due or to become due on the Bonds or a Series of Bonds at the times and Additional Interestin the manner stipulated therein, and if the Issuer shall not then be in default in any of the covenants and promises in the Bonds and in this Loan and Trust Agreement expressed as to be kept, performed and observed by it or on its part, and shall pay or cause to be paid (by virtue of the payment of funds to the Trustee or the deposit with or transfer to the Trustee of Government Obligations) to the Trustee all sums of money due or to become due according to the provisions hereof, then these presents and the estate and rights hereby granted shall cease, terminate and be void, whereupon the Trustee shall cancel and discharge the Lien of this Loan and Trust Agreement (with respect to all Outstanding Bonds) and execute and deliver to the Issuer such instruments in writing as shall be requisite to cancel and discharge the Lien hereof, and reconvey, release, assign and deliver unto the Issuer any and all the estate, right, title and interest in and to any and all property conveyed, assigned or pledged to the Trustee or otherwise subject to the Lien of this Loan and Trust Agreement, except moneys or securities held by the Trustee in separate segregated trust accounts pursuant to this Loan and Trust Agreement for the payment of the principal of, premium, if any, and interest on unpresented Bonds. Notwithstanding the foregoing, no deposit under the immediately preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) The deposit shall have been made under the terms of an escrow trust agreement in form and substance satisfactory to the date of fixed maturity or redemptionTrustee consistent herewith; (2b) no Default or Event In the case of Default has occurred and is continuing on an escrow trust deposit with respect to Bonds subject to redemption prior to maturity at the date option of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation ofCompany, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company shall have delivered an irrevocable Company’s Certificate designating when such Bonds are to be paid or any redeemed under terms of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is boundsuch escrow trust agreement; (3c) the Issuers or any Guarantor has paid or caused In case of Bonds which are to be paid all sums payable redeemed prior to maturity from such escrow trust deposit, a redemption notice meeting the requirements of Section 2.04 and stating that such Bonds are being redeemed from a deposit made pursuant to this Article shall either (i) have been given, or (ii) shall have been provided for by it under this Indenturedelivery to the Trustee of irrevocable instructions for the giving of such notice; (4d) the Issuers The Trustee shall have delivered irrevocable instructions been furnished with an opinion of Bond Counsel to the Trustee to apply the deposited money toward effect that the payment of the Notes Bonds in accordance with said escrow trust agreement will not adversely affect the excludability from gross income of the Bondowners for federal income tax purposes and will not cause the Bonds to be classified as “arbitrage bonds” under Section 148 of the Code; (e) The Trustee shall have covenanted to give notice of such deposit to the Bondowner of each Bond outstanding at fixed maturity or the redemption date, as address shown on the case may beBond Register; and (5f) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel With respect to the payment to transfer or deposit the Trustee stating of Government Obligations, if the Trustee so requests, the Trustee shall have been furnished with a verification report from an Independent Accountant, or such other service acceptable to the Trustee, providing that all conditions precedent such deposit shall mature or be subject to satisfaction redemption at the option of the holder thereof, in amounts necessary to pay such Bonds or Series of Bonds when due. All moneys set aside and discharge held in trust pursuant to the provisions of this Indenture Article for the payment of Bonds (“Discharge”including interest and premium thereon, if any) shall be applied to and used solely for the payment of the particular Bonds (including interest and premium thereon, if any) with respect to which such moneys have been satisfiedso set aside in trust. If moneys have been deposited or set aside with the Trustee pursuant to this Article for the payment of Bonds and the interest and premium, if any, thereon and such Bonds and the interest and premium, if any, thereon shall not have in fact been actually paid in full, no amendment to the provisions of this Section shall be made without the consent of the Bondowner of each of the Bonds affected thereby.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company shall deliver to the Trustee for cancellation; or cancellation all Notes theretofore authenticated and delivered (bother than any Notes which shall 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 cancelled, or (ii) all Notes that have not been theretofore surrendered or delivered to the Trustee for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseTrustee, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Trustee, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on at maturity or upon redemption all of the Notes (other than any Notes which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Indenture shall 58 65 cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Notes provided in this Indenture) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Officer's Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee shall satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Notes of all sums due and to become due thereon.

Discharge. This Indenture If the Corporation shall pay or cause to be paid, or there shall be satisfied and discharged and otherwise paid, or provision shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely made for the benefit of payment of, the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest due or to become due on the Bonds of a Series at the times and Additional Interestin the manner stipulated therein, and if the Corporation shall not then be in default under any of the other covenants and promises in the Bonds of such Series and this Indenture to be kept, performed and observed by it or on its part, and if the Corporation shall pay or cause to be paid to the Trustee all sums of money due or to become due according to the provisions hereof or of the Bonds of such Series (and the Trustee shall have paid all amounts, if any, payable to the date related Series Credit Bank, if any, pursuant to Section 6.09 hereof and the related Series Letter of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on Credit, if any, shall have been returned to the date related Series Credit Bank, if any, for cancellation), then, except for the rights of the deposit or will occur Trustee under Section 9.02 hereof, these presents and the interests in the Trust Estate and rights hereby granted with respect to such Series of Bonds shall cease, determine and be void, and the Trustee shall take such actions as a result may be necessary to evidence the cancellation and discharge of the deposit and lien of this Indenture with respect to such Series of Bonds. While a Series of Bonds is in the deposit will not result in Adjustable Rate Mode or the Fixed Rate Mode, a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Bond of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused such Series shall be deemed to be paid within the meaning of this Article VII and for all sums payable purposes of this Indenture when (a) payment of the principal of and the applicable redemption premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date be by it under reason of maturity or upon redemption as provided in this Indenture; (4) the Issuers , or otherwise), shall have delivered irrevocable instructions been provided to the Trustee by irrevocably depositing with the Trustee, in trust, and the Trustee shall have irrevocably set aside exclusively for such payment, any combination of (i) if such Bond constitutes part of an Enhanced Series moneys drawn under the related Series Letter of Credit, or if such Bond constitutes part of an Unenhanced Series moneys paid by the Corporation, sufficient to apply make such payment; and/or (ii) Government Obligations (purchased with moneys drawn under the deposited money toward related Series Letter of Credit if such Bond constitutes part of an Enhanced Series, or moneys paid by the Corporation if such Bond constitutes part of an Unenhanced Series) not subject to redemption or prepayment and maturing as to principal and interest in such amounts and at such times as will, in the opinion of an independent certified public accountant delivered to the Trustee, provide sufficient moneys, without reinvestment of any matured amounts, to make such payment without reinvestment (and there shall be no such reinvestment); (b) the Trustee shall have been given irrevocable written instructions to call all outstanding Bonds of such Series for redemption on a date certain, if such Bonds are to be called for redemption prior to maturity; and (c) all necessary and proper fees, compensation and expenses of the Trustee and the Tender Agent pertaining to the Bonds of such Series shall have been paid or the payment thereof provided for to the satisfaction of the Notes at fixed maturity or Trustee. If the redemption dateCorporation shall comply with the provisions of the prior paragraph with respect to all the Bonds of a particular Series, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion Bonds of Counsel such Series shall no longer be entitled to the Trustee stating that all conditions precedent to satisfaction and discharge benefit of this Indenture (“Discharge”) have been satisfiedthe Trust Estate or any rights hereunder.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect as to all Notes issued hereunder (except for subject to those provisions that by their express terms shall survive) (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewitha “Discharge”), when: (1) either: (aA) all Notes that have been authenticated, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, Company) have been delivered to the Trustee for cancellation; , or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements reasonably satisfactory to the Issuers or any Guarantor Trustee for the giving of notice of redemption and, in each case, the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government SecuritiesObligations, or a combination of cash thereof in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Intereston, if any, the Notes to the Stated Maturity thereof or the date of fixed maturity or redemption, as the case may be; (2) no Default the Company has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Company; (3) the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries Guarantor is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied. The Collateral will be released from the Note Lien securing the Notes, as provided under Section 10.4 hereof, upon a Discharge in accordance with the provisions of this Section 8.8.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: : (aA) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid theretofore authenticated and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, delivered have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one (1) year by reason or are to be called for redemption within one (1) year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Company, and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interestto, if anybut not including, to the Stated Maturity or date of fixed maturity or redemption; (2) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (3) the deposit will not result in a material breach or violation of, or constitute a material default under, any other material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Guarantor is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureis bound; (4) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel reasonably acceptable to the Trustee Trustee, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) relating to the Discharge have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder When (except for (ai) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation; or cancellation or (bii) all Notes that have not been delivered to the Trustee for cancellation outstanding Securities have become due and payable payable, whether at maturity or will become due and payable within one year by reason as a result of the mailing of a notice of redemption pursuant to Article III hereof or otherwisethe Securities will become due and payable at their Stated Maturity within 91 days, or the Securities are to be called for redemption within 91 days under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Issuers expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or any Guarantor has irrevocably deposited or caused causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government sufficient to pay at Stated Maturity or upon redemption all outstanding Securities, including interest thereon to maturity or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, such redemption date (other than Securities replaced pursuant to pay and discharge the entire indebtedness on the Notes not Section 2.7 or delivered to the Trustee for cancellation for principal, premium, if anycancellation), and accrued interest if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect and Additional Interest, if any, to all the date of fixed maturity or redemption; (2) no Default or Event of Default has occurred Subsidiary Guarantees shall be discharged and is continuing on the date released and all rights of the deposit Trustee or will occur as a result the Holders under any of the deposit Collateral Documents shall terminate. The Trustee shall acknowledge satisfaction and discharge of this Indenture and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which discharge and release of the Subsidiary Guarantees and the termination of such rights under the Collateral Documents on demand of the Company or any of its Subsidiaries is a party or accompanied by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent provided for herein relating to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedcomplied with.

Discharge. This Indenture shall be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture and the compensation and indemnification provisions relating to the Trustee) and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to all Floating Rate Notes issued hereunder (except for (a) or Fixed Rate Notes, as the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith)case may be, when: (1) either: (a) either (i) all such Notes that have been authenticatedtheretofore authenticated and delivered (except destroyed, except lost, lost or stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust with the Trustee or any paying agent or segregated and held in trust by the Company and thereafter repaid to the Issuers, Company or discharged from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bii) all such Notes that have not been theretofore delivered to the Trustee for cancellation (x) have become due and payable or payable, (y) will become due and payable at Stated Maturity within one year by reason or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the Issuers expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. United States dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued interest and Additional Interest, if any, and interest on the Notes to the date of fixed maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity or redemption date, as the case may be; (2c) no Default the Company or Event any Guarantor has paid or caused to be paid all sums payable under this Indenture by the Company and any Guarantor; and (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Default has occurred Counsel, each stating that (i) all conditions precedent provided in this Indenture relating to the satisfaction and is continuing on the date discharge of the deposit or will occur as a result of the deposit this Indenture have been complied with and the deposit (ii) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument (other than this Indenture) to which the Company Company, any Guarantor or any of its Subsidiaries Subsidiary is a party or by which the Company Company, any Guarantor or any of its Subsidiaries Subsidiary is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Issuer and the Appendix and Note Guarantors may terminate the obligations under this Indenture (ca “Discharge”) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (a) either: (A) all Notes that have been authenticatedtheretofore authenticated and delivered, except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuerstrust, have been delivered to the Trustee for cancellation; or , or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice of redemption or otherwise or (ii) will become due and payable within one year by reason or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of the mailing of a notice of redemption or otherwiseby the Trustee in the name, and at the expense, of the Issuer, and the Issuers or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollars, non-callable Government Securitiesin cash, in securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest and Additional Interest, if any, to the Stated Maturity or date of fixed maturity or redemption; (2b) no Default the Issuer has paid or Event of Default has occurred caused to be paid all other sums then due and is continuing on payable under this Indenture by the date of the deposit or will occur as a result of the deposit and Issuer; (c) the deposit will not result in a breach or violation of, or constitute a default under, under any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries Note Guarantor is a party or by which the Company Issuer or any of its Subsidiaries Note Guarantor is bound; (3d) the Issuers or any Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be; and (5e) the Issuers have Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent to satisfaction and discharge of under this Indenture (“Discharge”) have been satisfied.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for i) either (a) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust with the rights of Holders of outstanding Notes Trustee and thereafter repaid to receive solely the Company or discharged from such trust) have been delivered to the trust fund described in clause Trustee for cancellation; or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by their terms and the Company or the Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount of this Section 8.08money in U.S. dollars sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, and as more fully set forth in such clause (b), payments in respect of for the principal of and amount, premium, if any, interest accrued and unpaid interest, and Additional InterestAmounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, on to the date of such Notes when deposit together with irrevocable instructions from the Company or the Guarantor directing the Trustee to apply such payments are due, funds to the payment thereof; (bii) the Issuers’ obligations with respect to such Company or the Guarantor has paid all other sums payable by it under the Notes under Sections 2.03, 2.04, 2.07, 2.09 or the Guarantee and 4.02 hereof and the Appendix this Indenture; and (ciii) the rights, powers, trusts, duties and immunities Company or the Guarantor has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: Notes (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been theretofore deposited in trust with the Trustee and thereafter repaid to the IssuersCompany or the Guarantor or discharged from such trust) at maturity, as the case may be, then this Indenture will cease to be of further force or effect and, at the written request of the Company, accompanied by an Officer's Certificate and Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been delivered complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Trustee in relation thereto or in carrying out the provisions of this Indenture, the Trustee will satisfy and discharge this Indenture ("Discharge"); provided that the Company's obligations with respect to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason payment of the mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest interest, and Additional InterestAmounts, Extraordinary Cash Payments or Excess Cash Flow Payments, if any, will not terminate until the same shall apply the moneys so deposited to the date payment to the Holders of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions due and to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and (5) the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfiedbecome due thereon.

Discharge. This Indenture shall will be satisfied and discharged and shall will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, which shall survive until all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08have been canceled, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties protections and immunities of the Trustee hereunder Trustee) as to all outstanding Notes and the Issuers’ obligations in connection therewith), whenSubsidiary Guarantees when either: (1) either: (a) all the Notes that have been authenticated, authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuers, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (ba) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable, or may be called for redemption, within one year or (iii) are to be called for redemption within one year under irrevocable arrangements satisfactory to the Issuers Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Issuer and, in any case, the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash dollars in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Debt (including all principal and accrued interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemptioncancellation; (2b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company Issuer or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it the Issuer under this Indenture;; and (4c) the Issuers have Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption datedate of redemption, as the case may be; and (5) . In addition, the Issuers have delivered Issuer must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge hereunder have been complied with. After the Notes are no longer outstanding, the Issuer’s and the Subsidiary Guarantors’ obligations in Sections 7.6, 8.5, 8.7 and 10.01(d) shall survive any discharge pursuant to this Section 8.8. After such delivery or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request, shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture (“Discharge”) have been satisfiedexcept for those surviving obligations specified above.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder If (except for (ai) the rights Company shall deliver to the Fiscal Agent for cancellation all Securities theretofore authenticated and delivered (other than any Securities which shall have been destroyed, lost or stolen and in lieu of Holders of outstanding Notes to receive solely from the trust fund described or in clause substitution for which other Securities shall have been authenticated and delivered) and not theretofore cancelled, or (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ obligations in connection therewith), when: (1) either: (aii) all Notes that have been authenticated, except lost, stolen Securities not theretofore surrendered or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee Fiscal Agent for cancellation shall have become due and payable payable, or will are by their terms to become due and payable within one year by reason of or are to be called for redemption within one year under arrangements satisfactory to the mailing of a notice of redemption or otherwiseFiscal Agent, and the Issuers or any Guarantor has Company shall irrevocably deposited or caused to be deposited deposit with the Trustee Fiscal Agent, as trust funds in trust solely for the benefit of the HoldersHolders for that purpose, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be an amount sufficient without consideration of any reinvestment of interest, to pay at maturity or upon redemption all of the Securities (other than any Securities which shall have been destroyed, lost or stolen and discharge the entire indebtedness on the Notes in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore surrendered or delivered to the Trustee Fiscal Agent for cancellation for cancellation, including principal, premium, if any, and accrued interest and Additional Interest, if any, due or to the become due to such date of fixed maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; , then this Agreement shall cease to be of further force or effect (except as to rights of registration of transfer or exchange of the Securities provided in this Agreement) and (5) , at the Issuers have delivered written request of the Company, accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture Agreement have been complied with, and upon payment of the costs, charges and expenses incurred or to be incurred by the Fiscal Agent in relation thereto or in carrying out the provisions of this Agreement, the Fiscal Agent shall satisfy and discharge this Agreement (“Discharge”) have been satisfied); provided that the Company’s obligations with respect to the payment of principal, premium, if any, and interest will not terminate until the same shall apply the moneys so deposited to the payment to the Holders of Securities of all sums due and to become due thereon.

Discharge. This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (b) of this Section 8.08, and as more fully set forth in such clause (b), payments in respect of the principal of and premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuers’ obligations with respect to such Notes under Sections 2.03, 2.04, 2.07, 2.09 and 4.02 hereof The Company and the Appendix and (c) Guarantors may terminate the rights, powers, trusts, duties and immunities of the Trustee hereunder obligations under this Indenture and the Issuers’ obligations in connection therewith), Notes when: (1) either: (a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the IssuersCompany, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, otherwise or will become due and payable by reason of the mailing of a notice of redemption or otherwise within one year and the Issuers or any Guarantor Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of the Notes, cash in U.S. dollarseuros, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securitiesthereof, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, premium and accrued interest and Additional Interest, if any, to the date of fixed maturity or redemption; (2) no Default or Event of Default has shall have occurred and is be continuing on the date of the deposit or will occur as a result of the deposit (other than a Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (3) the Issuers or any Guarantor has Company shall have paid or caused to be paid all sums payable by it under this Indenture; (4) the Issuers Company shall have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued thereunder at fixed maturity or the redemption date, as the case may be; and (5) the Issuers Company shall have delivered an Officers’ Certificate and an Opinion of Counsel (which may be subject to certain qualifications) to the Trustee stating that all conditions precedent to satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. In the case of clause (1)(b) of this Section 8.8, and subject to the next sentence and notwithstanding the foregoing paragraph, the Company’s obligations in Sections 2.5, 2.6, 2.7, 2.8, 4.1, 4.2, 4.15 (as to legal existence of the Company only), 7.7, 8.6 and 8.7 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.8. After the Notes are no longer outstanding, the Company’s obligations in Sections 7.7, 8.6 and 8.7 shall survive any discharge pursuant to Section 8.8. 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. In connection with a discharge, in the event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the Bankruptcy Law and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate.