Common use of Outstanding Notes Clause in Contracts

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those canceled cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 8.01 and 8.02, on or after the date on which the conditions set forth in Section 8.01 or 8.02 have been satisfied, those reductions in the interest in a Global Note effected Notes theretofore authenticated and delivered by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereunder and (d) those described in this Section 2.08 2.09 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because the Company or an Affiliate one of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, as such term is defined in Section 8-303 valid and binding obligation of the Uniform Commercial Code in effect in the State of New York. (c) Company. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest on it ceases thereon shall cease to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any an Affiliate thereof) holdsof the Company), in its capacity as such, holds on the Stated Maturity of a Note, on the maturity date, any redemption date Redemption Date or on any date of purchase pursuant to an Offer to PurchasePayment Date, money sufficient to pay all accrued interest and principal with respect to such Notes payable or to be redeemed or purchased on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee Registrar in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that , however, Notes held by the Company Issuer or a Subsidiary will an Affiliate of any thereof shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 2.09. If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary or any an Affiliate thereof) holds, in accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, interest and Additional Amounts, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall (or portions thereof) will be deemed to be no longer outstanding and shall interest on them will cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or any authenticating agent except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section ‎Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If the Trustee or a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that datedate and such Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to Article 12, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those canceled cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02 hereof, on or after the date on which the conditions set forth in Section 9.01 or 9.02 hereof have been satisfied, those reductions in the interest in a Global Note effected Notes theretofore authenticated and delivered by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereunder and (d) those described in this Section 2.08 2.09 hereof as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.10 hereof, a Note does not cease to be outstanding because the Company or an Affiliate one of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, as such term is defined in Section 8-303 valid and binding obligation of the Uniform Commercial Code in effect in the State of New York. (c) Company. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, in its capacity as such, on the maturity any Maturity Date or on any optional redemption date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all accrued interest and principal with respect to the Notes payable or to be redeemed or purchased on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company Issuer or a Subsidiary will of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New Yorkoutstanding. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Restricted Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date Redemption Date or any date of purchase pursuant to an Offer offer to Purchasepurchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereofof this Indenture, those paid pursuant delivered to Section 2.07, it for cancellation and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) 2.07. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed to be no longer outstanding and (or portions thereof) shall cease to accrue interestbe outstanding and interest on them shall cease to accrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b)2.08(b) hereof. (b) If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the a date of redemption (a “Redemption Date”) or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereofof this Indenture, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 (“Treasury Notes”) hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). 3.07(c) (b“Optional Redemption”) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 (“Replacement Notes”) hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 (“Payment of Notes”) hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall will be deemed to be no longer outstanding and will cease to accrue interest. If a Note is converted in accordance with Article 13, then from and after the Conversion Effective Date, such Note shall cease to be outstanding and interest, if any, shall cease to accrue intereston such Note.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by or on behalf of the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, cancellation and those described in this Section 2.08 as not outstanding, provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the outstanding andNotes have given any request, solely demand, authorization, direction, notice, consent or waiver hereunder, the Trustee shall disregard and deem not to be outstanding Notes held by Persons not permitted to be used in such determination as and to the extent provided for in Article 8, Notes that are subject Section 316 of the Trust Indenture Act. Subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives and the Issuer receive proof satisfactory to it them that the Note that has been replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Companysegregates and holds in trust, a Subsidiary or any Affiliate thereof) holdsin accordance with this Indenture, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, interest and Additional Amounts, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code UCC in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, from and after such date it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date and the Trustee or such Paying Agent is not prohibited from paying such money to the Holders on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 of this Indenture, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.072.07 of this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 of this Indenture, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Restricted Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchaserepurchase date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are shall be all the Notes that have been authenticated and delivered by the Trustee under this Indenture, except for those canceled cancelled by it, those delivered to it for cancellation, those subject to reductions in the interest in a Global Note beneficial interests effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 2.09 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.10 hereof, a Note does shall not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08 hereof, it ceases shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases shall cease to be outstanding and interest on it ceases shall cease to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the a Redemption Date or a maturity date, any redemption date or any date of purchase pursuant to an Offer to PurchaseNotes of a Series, money funds sufficient to pay Notes payable or to be redeemed or purchased on that date, and the Paying Agent is not prohibited from paying such money to the Holders of Notes such Series on that date pursuant to the terms of the Indenture, then on and after that date such Notes of such Series (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If On or after the principal amount maturity date or any redemption date or date for purchase of any Note is considered paid under Section 4.01the Notes pursuant to a Change of Control Offer, it ceases those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due will cease to be outstanding and interest on it ceases to accrue from and after the date of such paymentfor all purposes under this Indenture. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchasea Change of Control Offer, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because the Company Issuer or an Affiliate any of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a protected bona fide purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) 2.8. If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest and Additional Amounts, if any, on it ceases cease to accrue from and after accrue. If on a Redemption Date or the date of such payment. (d) If a Maturity Date the Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money holds cash in U.S. dollars sufficient to pay all of the principal, interest and Additional Amounts, if any, due on the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall interest and Additional Amounts, if any, on such Notes cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company Issuer or a Subsidiary will of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New Yorkoutstanding. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Restricted Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer offer to Purchasepurchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, date or any redemption date or any date for repurchase of purchase pursuant to an Offer to Purchase, the Notes money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are shall be the entire principal amount of Notes represented by all of the Global Notes that have been and Definitive Notes authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those subject to reductions in the interest in a Global Note beneficial interests effected by the Trustee in accordance with the provisions Section 2.06 hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does shall not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided PROVIDED, HOWEVER, that Notes held by the Company or a Subsidiary will not of the Company shall be deemed not to be outstanding for purposes of Section 3.07(b)) hereof. (b) If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases shall cease to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases shall cease to be outstanding and interest on it ceases shall cease to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the a redemption date, a Purchase Date (as defined in Section 3.09) or a maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money funds sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8Section 8.01. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, date or any redemption date or any date for repurchase of purchase pursuant to an Offer to Purchase, the Notes money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the U.S. Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the U.S. Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the U.S. Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for (a) those canceled cancelled by it, (b) those delivered to it for cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on which the conditions set forth in Section 9.01 or 9.02 have been satisfied, those reductions in the interest in a Global Note effected Notes theretofore authenticated and delivered by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereunder and (d) those described in this Section 2.08 2.09 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because the Company Issuer or an Affiliate one of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08, it ceases to be outstanding unless the Trustee and the Issuer receives proof satisfactory to it that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, as such term is defined in Section 8-303 valid and binding obligation of the Uniform Commercial Code in effect in the State Issuer. A mutilated Note ceases to be outstanding upon surrender of New York. (c) such Note and replacement thereof pursuant to Section 2.08. If the principal amount of any Note is considered paid under Section 4.01, it ceases shall cease to be outstanding and interest on it ceases thereon shall cease to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the any Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all accrued interest and principal with respect to the Notes payable or to be redeemed or purchased on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.093.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b)2.08(b) hereof. (b) If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the a date of redemption (a “Redemption Date”) or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because the Company or an Affiliate any of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.8 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it, and upon which it shall be entitled to rely without liability, that the replaced Note is held by a protected bona fide purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) 2.8. If the principal amount of any Note is considered paid under Section 4.0110.1 hereof, it ceases to be outstanding and interest and Additional Amounts, if any, on it ceases cease to accrue from and after accrue. If on a Redemption Date or the date of such payment. (d) If a Maturity Date the Principal Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money holds cash in euro sufficient to pay all of the principal, interest and Additional Amounts, if any, due on the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall interest and Additional Amounts, if any, on such Notes cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 of this Indenture, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.072.07 of this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01‎Section 4.01 of this Indenture, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Restricted Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchaserepurchase date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or the Authenticating Agent except for those canceled cancelled or marked down by iteither of them or (in the case of Global Notes) by the relevant clearing systems in accordance with their applicable procedures, those delivered to it either of them for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, cancellation and those described in this Section 2.08 2.09 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.0912.04, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08, it ceases to be outstanding unless the Trustee receives and the Issuer receive proof satisfactory to it them that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 . If the Paying Agent receives (or if the Issuer or a Restricted Subsidiary of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note Issuer is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a acting as Paying Agent (and such Paying Agent segregates and holds in trust) in accordance with this Indenture, by 10:00 a.m. New York time, or such other than time as may be agreed between the Company, a Subsidiary or any Affiliate thereof) holdsIssuer and the Paying Agent, on the maturity date, any each redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal and interest and premium, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not, as advised to it in writing by the Issuer or, as the case may be, the Registrar, prohibited in writing from paying such amount to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time of a particular tranche are all the Notes of such tranche that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note of such tranche effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.9, a Note does not cease to be outstanding because the Company Company, the Guarantor or an Affiliate any of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) 2.7. If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest and Additional Amounts, if any, on it ceases cease to accrue from and after accrue. If on a Redemption Date or the date Maturity Date of such payment. (d) If a particular tranche the Paying Agent (other than the Company, a Subsidiary holds cash in U.S. dollars or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money Government Securities sufficient to pay all of the principal, premium, if any, interest and Additional Amounts, if any, due on the Notes of such tranche payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall interest and Additional Amounts, if any, on such Notes cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are shall be the entire principal amount of Notes represented by all the Global Notes that have been and Definitive Notes authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, date or any redemption date or any date for repurchase of purchase pursuant to an Offer to Purchase, the Notes money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8VIII, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8Section 8.01. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, Issuer or a Subsidiary or any Affiliate thereof) holds, on the maturity date, date or any redemption date or any date for repurchase of purchase pursuant to an Offer to Purchase, the applicable series of Notes money sufficient to pay Notes of such series payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the U.S. Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the U.S. Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the U.S. Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, cancellation and those described in this Section 2.08 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.0913.05, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for the purposes of Section 3.07(b3.01(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all amounts due and payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such term is defined in Section 8-303 money to the Holders on that date pursuant to the terms of the Uniform Commercial Code in effect in the State of New York. this Indenture, then on and after that date such Notes (cor portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Companysegregates and holds in trust, a Subsidiary or any Affiliate thereof) holdsin accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in this Section 2.092.08 or Section 2.09 hereof, a Note does not cease to be outstanding because the Company Co-Issuers or an Affiliate of the Company Co-Issuers holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the CompanyCo-Issuers, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the a redemption date, repurchase date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. Subject to Section 2.09, in determining whether the Holders of the requisite principal amount of outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of Notes that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee Registrar or Authenticating Agent except for (i) those canceled cancelled by it, the Paying Agent; (ii) those delivered to it the Paying Agent for cancellation; (iii) to the extent set forth in Section 8.02 on or after the date on which the conditions set forth in Section 8.04 have been satisfied, those reductions in the interest in a Global Note effected Notes theretofore authenticated and delivered by the Trustee hereunder; (iv) Notes in accordance with respect of which the provisions hereofIssuer and the Parent Guarantor have been fully discharged for the payment of principal, premium, interest and Additional Amounts; and (v) those paid pursuant to Section 2.07, those Notes described in this Section 2.08 2.09 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company holds Issuer’s Affiliates hold the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(bNote (if permitted under applicable law). (b) . If a Note is replaced or paid pursuant to Section 2.072.08, it ceases to be outstanding unless the Trustee receives and the Registrar receive proof satisfactory to it them that the replaced Note is held by a protected purchaserbona fide purchaser in whose hands such Note is a legal, as such term is defined in Section 8-303 valid and binding obligation of the Uniform Commercial Code in effect in the State of New York. (c) Issuer. If the principal amount of any Note is considered to be paid under Section 4.01, it ceases to be outstanding and interest on it ceases thereon shall cease to accrue from and after the date of such payment. (d) accrue. If a one or more Paying Agent (other than the CompanyAgents hold, a Subsidiary or any Affiliate thereof) holdsin their capacity as such, on the maturity date, Maturity Date or on any redemption date or any date of purchase pursuant to an Offer to Purchasedate, money sufficient to pay all principal, premium and accrued interest with respect to the outstanding Notes payable or to be redeemed or purchased on that datedate and are not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time include and are limited to all the Notes that have been authenticated by the Trustee except for (i) those canceled cancelled by it, (ii) those delivered to it for cancellation, cancellation and (iii) those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in deemed not outstanding under this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 82.08. Except as set forth in Section 2.09, a Note does not cease to be outstanding because If the Company or an Affiliate of the Company holds the Note, a Note does not cease to be outstanding; provided provided, however, that for purposes of determining whether the holders of the requisite principal amount of Notes held have given or concurred in any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or a Subsidiary will any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not be deemed to be outstanding. Subject to the foregoing, only Notes outstanding for purposes at the time of Section 3.07(bsuch determination shall be considered in any such determination (including, without limitation, determinations pursuant to Article 7). (b) . If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, in accordance with this Indenture, on a Fundamental Change Purchase Date or on the maturity date, any redemption date or any date of purchase pursuant to an Offer to PurchaseMaturity Date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and immediately after that date such Fundamental Change Purchase Date or Maturity Date, as the case may be, such Notes shall be deemed cease to be no longer outstanding and outstanding, interest (including Additional Interest), if any, on such Notes shall cease to accrue interestand such Notes shall cease to be convertible. If a Note is converted in accordance with Article 12, then from and after the time of conversion on the Conversion Date, such Note shall cease to be outstanding and interest (including any Additional Interest), if any, shall cease to accrue on such Note.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.093.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that however, Notes held by the Company Issuer or a Subsidiary will of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b2.08(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this First Supplemental Indenture, on the a date of redemption (a “Redemption Date”) or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereofof this Indenture, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because either of the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any Affiliate thereof) holds, on the maturity datea Redemption Date, any redemption date Repurchase Date or any date of purchase pursuant maturity, money, or in the case of a repurchase upon the occurrence of a Change of Control and subject to an Offer the conditions set forth in Article 11, or in the case of a Provisional Redemption and subject to Purchasethe conditions set forth in Section 3.12, money shares of Common Stock, sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. If a Note is converted into Common Stock pursuant to Article 10, it ceases to be outstanding and interest on it ceases to accrue on the day of surrender of such Note for Conversion.

Outstanding Notes. (a) The Notes outstanding at any time are shall be the entire principal amount of Notes represented by all the Global Notes that have been and Definitive Notes authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchasea Change of Control Offer, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes of a series outstanding at any time are all the Notes that have been of such series authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note of such series effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code UCC in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, from and after such date it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date and the Trustee or such Paying Agent is not prohibited from paying such money to the Holders on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that , however, Notes held by the Company Issuer or a Subsidiary will an Affiliate shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 2.09. If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee or the Issuer receives proof satisfactory to it that the Note that has been replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary of the Parent Guarantor or an Affiliate of any Affiliate thereof) holds, in accordance with this Indenture, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, interest and Additional Amounts, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall (or portions thereof) will be deemed to be no longer outstanding and shall interest on them will cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Notes for the payment or redemption of which money in accordance the necessary amount has been theretofore deposited with the provisions hereofTrustee or any Paying Agent (other than the Company) in trust or set aside, those paid segregated and held in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed prior to the maturity thereof, written notice of such redemption has been duly given pursuant to Section 2.07this Indenture, those described in this Section 2.08 as not outstanding and, solely or provision satisfactory to the extent provided Trustee shall have been made for giving such notice; and (iii) Notes in Article 8substitution for which other Notes shall have been authenticated and delivered, Notes or which shall have been paid, pursuant to the terms of this Indenture (except with respect to any such Note as to which proof satisfactory to the Trustee is presented that are subject to Legal Defeasance or Covenant Defeasance as provided such Note is held by a Person in Article 8whose hands such Note is a legal, valid and binding obligation of the Company). Except as set forth in Section 2.092.08 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.the

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company Issuer, a Guarantor or an Affiliate of the Company Issuer or a Guarantor holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, purchaser (as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) Code). If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Subsidiary Guarantor or any an Affiliate thereofof the Issuer or a Guarantor) holds, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes (or portions thereof) payable or to be redeemed or purchased on that datedate and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company Issuer, any Parent or a Subsidiary of the Issuer or any Parent will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless outstanding; provided, that if the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York, then the replaced Note shall be outstanding and the replacement note issued pursuant to Section 2.07 shall cease to be outstanding. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding outstanding, and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date Redemption Date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay the principal of, plus accrued (or, in the case of Additional Interest, payable) and unpaid interest on, the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and interest on such Notes shall cease to accrue interestor be payable.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.07, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes and those that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Issuer, the Company or a Subsidiary of the Company will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Issuer, the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee or deemed outstanding pursuant to Section 4.01 except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those and Notes described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company SFC or an Affiliate of the Company SFC holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the CompanySFC, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any a redemption date or any date of purchase pursuant to an Offer to Purchasematurity date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. (e) If the principal amount of any Note is converted under Article 14, it ceases to be outstanding and interest on it ceases to accrue on the close of business on the Conversion Date therefor.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company Company, the Co-Issuer or a Guarantor or an Affiliate of the Company Company, the Co-Issuer or a Guarantor holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, purchaser (as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) Code). If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, the Co-Issuer or a Subsidiary Guarantor or any an Affiliate thereofof the Company, the Co-Issuer or a Guarantor) holds, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes (or portions thereof) payable or to be redeemed or purchased on that datedate and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company Issuer or a Subsidiary will of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Subsidiary of the Issuer or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer offer to Purchasepurchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. ‌ (a) The Notes outstanding at any time are shall be the entire principal amount of Notes represented by all the Global Notes that have been and Definitive Notes authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 of this Indenture, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.072.07 of this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 of this Indenture, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Restricted Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchaserepurchase date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that , however, Notes held by the Company Issuer or a Subsidiary will an Affiliate shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 2.09. If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary of the Issuer or an Affiliate of any Affiliate thereof) holds, in accordance with this Indenture, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, interest and Additional Amounts, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall (or portions thereof) will be deemed to be no longer outstanding and shall interest on them will cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding and interest on that Note ceases to accrue unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected bona fide purchaser, as such term is defined in which case the replacement Note shall cease to be outstanding, subject to the provisions of Section 8-303 405 of the Uniform Commercial Code in effect in the State of New YorkCode. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdsholds in trust, in accordance with the Indenture, on the maturity date, any a redemption date or any date of purchase pursuant to an Offer to Purchasematurity date, money sufficient to pay all principal and interest payable on that date with respect to the Notes payable (or portions thereof), to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of the Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.093.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b)2.08(b) hereof. (b) If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the a date of redemption (a “Redemption Date”) or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, cancellation and those described in this Section 2.08 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.0913.06, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for the purposes of Section 3.07(b3.01(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.08. If a Paying Agent (other than the Company, a Wholly Owned Subsidiary of the Company or an Affiliate of any of the foregoing) segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all amounts due and payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such term is defined in Section 8-303 money to the Holders on that date pursuant to the terms of the Uniform Commercial Code in effect in the State of New York. this Indenture, then on and after that date such Notes (cor portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest. If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those and any other Notes described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 3.02 hereof and the Company shall deliver to the Trustee prior to any selection of Notes for redemption an Officer's Certificate setting forth the numbers and principal amounts of the Notes that are so held. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes all principal and interest payable or to be redeemed or purchased on that dateredemption or maturity date with respect to the Notes (or portions thereof), then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company Issuer or a Subsidiary will not of the Issuer shall be deemed not to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New Yorkoutstanding. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Restricted Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date Redemption Date or any date of purchase pursuant to an Offer offer to Purchasepurchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (ai) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 of this Indenture, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (bii) If a Note is replaced or paid pursuant to Section 2.072.07 of this Indenture, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held -42- by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (ciii) If the principal amount of any Note is considered paid under Section 4.014.01 of this Indenture, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (div) If a Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity dateStated Maturity of the Notes, any redemption date or any date of purchase pursuant to an Offer to Purchaserepurchase date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. (v) For the avoidance of doubt, unless represented by PIK Notes, the aggregate principal amount outstanding under any Note (as reflected in the books and records of the Trustee) shall include any increase in the aggregate principal amount of the applicable Global Notes as a result of a PIK Payment.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section Sec- tion 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because be- cause the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will Sub- sidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b3.07(a) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases will no longer be considered to be outstanding unless un- less the Trustee receives proof satisfactory to it that the replaced Note is held by a “protected purchaser, ” (as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) Code), and shall be deemed cancelled for all purposes. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding outstand- ing, shall be deemed cancelled and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any Affiliate thereof) holds, on the maturity date, any a redemption date or any date of purchase pursuant to an Offer to Purchasematurity date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall will be deemed to be no longer outstanding outstanding, shall be deemed cancelled, and shall will cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated and delivered by the Trustee or the Authentication Agent except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee Registrar in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that , however, Notes held by the Company Issuer or a Subsidiary will an Affiliate of any thereof shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 2.09. If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Trustee or the Paying Agent (other than the CompanyIssuer, a Subsidiary or any an Affiliate thereof) holds, in accordance with this Indenture, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, interest and Additional Amounts, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall (or portions thereof) will be deemed to be no longer outstanding and shall interest on them will cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, reductions of definitive Notes effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaserbona fide purchaser in which event the replacement Note shall cease to be outstanding, as such term is defined in subject to Section 8-303 405 (or successor provision) of the Uniform Commercial Code in effect in the State of New York. (c) Code. If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any a redemption date or any date of purchase pursuant to an Offer to Purchasematurity date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, cancellation and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a A Note does not cease ceases to be outstanding because in the event the Company or an Affiliate of the Company holds the Note; provided , provided, however, that for purposes of determining which are outstanding for consent or voting purposes hereunder, in determining whether the Trustee shall be protected in making a determination whether the holders of the requisite principal amount of outstanding Notes are present at a meeting of holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Responsible Officer of the Trustee actually knows to be held by the Company or a Subsidiary will an Affiliate of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) considered outstanding. If a Note is replaced or paid pursuant to Section 2.072.9, it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Companysegregates and holds in trust, a Subsidiary or any Affiliate thereof) holdsin accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest, including Additional Interest, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee Authenticating Agent except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee Registrar in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a A Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b)2.09 hereof. (b) If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee Registrar receives proof satisfactory to it that the replaced Note is held by a “protected purchaser, ” as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New YorkUCC. (c) If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the Company, Issuer or a Subsidiary or any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the a date of redemption (a “Redemption Date”) or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereofof this Indenture, those paid pursuant delivered to Section 2.07, it for cancellation and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.07 hereof (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives and the Company receive proof satisfactory to it them that the replaced Note is held by a protected purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) 2.07. If the Accreted Value or principal amount at maturity of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all of the Accreted Value, premium, if any, and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed to be no longer outstanding and (or portions thereof) shall cease to accrue interestbe outstanding and interest on them shall cease to accrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee (including any Note represented by a Global Note) except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereunder and those described in this Section 2.08 2.8 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.09, a A Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; , except as provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of in Section 3.07(b)2.9. (b) If a Note is replaced or paid pursuant to Section 2.072.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York2.7. (c) If If, on a Redemption Date or the principal amount of any Note is considered paid under Section 4.01Stated Maturity, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company or an Affiliate of the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money holds cash sufficient to pay all of the principal, Redemption Price, interest, Additional Amounts, Registration Default Damages and premium, if any, due on the Notes payable or to be redeemed or purchased on that datedate and payment of the Notes called for redemption is not otherwise prohibited, then on and after that date such Notes shall be deemed to be no longer outstanding and interest on them shall cease to accrue interestaccrue. (d) If the principal amount of any Note is considered paid under Section 4.1, it ceases to be outstanding and interest on it ceases to accrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, hereof and those described in this Section 2.08 as not outstanding and, solely outstanding. Subject to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in provisions of Section 2.092.9, a Note does not cease to be outstanding because the Company Issuer or an Affiliate any of the Company its Affiliates holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.7 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as . A mutilated Note ceases to be outstanding upon surrender of such term is defined in Note and replacement thereof pursuant to Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) 2.7. If the principal amount of any Note is considered paid under Section 4.014.1, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If on a Redemption Date or the date of such payment. (d) If a Maturity Date the Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any redemption date holds U.S. Legal Tender or any date of purchase pursuant to an Offer to Purchase, money U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable or to be redeemed or purchased on that datedate and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed not to be no longer outstanding and interest on them shall cease to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Company and the Trustee receives receive proof satisfactory to it them that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Companysegregates and holds in trust, a Subsidiary or any Affiliate thereof) holdsin accordance with this Indenture, on the maturity date, any a redemption date or any maturity date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated and delivered by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that , however, Notes held by the Company Issuer or a Subsidiary will an Affiliate shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 2.10. If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the Note that has been replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Trustee or the Paying Agent (other than the CompanyIssuer, a the Parent or another Subsidiary of the Parent or an Affiliate of any Affiliate thereof) holds, in accordance with this Indenture, on the a Redemption Date or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, interest and Additional Amounts, if any, payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased maturing, as the case may be, and the Trustee or Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that datedate pursuant to the terms of this Indenture, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; provided that provided, however, Notes held by the Company or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) 3.07 hereof. If a Note is replaced or paid pursuant to Section 2.072.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.01 hereof, it ceases to be outstanding and interest on it ceases to accrue from accrue. Secondary Notes shall be deemed outstanding commencing as of the Interest Payment Date with respect to which they are authenticated and after delivered in lieu of cash interest. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the maturity date, any a redemption date or any date of purchase pursuant to an Offer to Purchasematurity date, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company an Issuer or an Affiliate of the Company an Issuer holds the Note; provided that Notes held by the Company an Issuer or a Subsidiary will of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the Companyan Issuer, a Subsidiary of the Company or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer offer to Purchasepurchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.093.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that however, Notes held by the Company Issuer or a Subsidiary will of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b2.08(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such paymentaccrue. (d) If a the Paying Agent (other than the CompanyIssuer, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, in accordance with this Second Supplemental Indenture, on the a date of redemption (a “Redemption Date”) or maturity date, any redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company Issuer or an Affiliate of the Company Issuer holds the Note; provided that Notes held by the Company Issuer or a Subsidiary will of the Issuer shall not be deemed to be outstanding for purposes of Section 3.07(b). (b) If a Note is replaced or paid pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New Yorkoutstanding. (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after the date of such payment. (d) If a Paying Agent (other than the CompanyIssuer, a Restricted Subsidiary of the Issuer or any Affiliate thereof) holds, on the maturity date, any redemption date or any date of purchase pursuant to an Offer offer to Purchasepurchase, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, those paid pursuant to Section 2.07, and those described in this Section 2.08 2.8 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.9 hereof, a Note does not cease to be outstanding because the Company Issuers or an Affiliate of the Company Issuers holds the Note; provided that however, Notes held by the Company Issuers or a Subsidiary will of the Issuers shall not be deemed to be outstanding for purposes of Section 3.07(b). (b3.7(b) hereof. If a Note is replaced or paid pursuant to Section 2.072.7 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.014.1 hereof, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Companyan Issuer, a Subsidiary or an Affiliate of any Affiliate thereof) holdssegregates and holds in trust, on the maturity date, any a redemption date or any date of purchase pursuant to an Offer to Purchaseother maturity date, money sufficient to pay all principal, premium and Additional Interest, if any, and interest payable on that date with respect to the Notes payable (or portions thereof) to be redeemed or purchased on that datematuring, as the case may be, then on and after that date such Notes shall be deemed (or portions thereof) cease to be no longer outstanding and shall cease interest on them ceases to accrue interestaccrue.

Outstanding Notes. (a) The Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereofof this Indenture, those paid pursuant to Section 2.07, and those described in this Section 2.08 as not outstanding and, solely to the extent provided for in Article 8, Notes that are subject to Legal Defeasance or Covenant Defeasance as provided in Article 8outstanding. Except as set forth in Section 2.092.10, a Note does not cease to be outstanding because either of the Company or an Affiliate of the Company holds the Note; provided that Notes held by the Company or a Subsidiary will not be deemed to be outstanding for purposes of Section 3.07(b). (b) . If a Note is replaced or paid pursuant to Section 2.072.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected bona fide purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York. (c) . If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue from and after accrue. If the date of such payment. (d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any Affiliate thereof) holds, on the a Redemption Date, Repurchase Date or maturity date, any redemption date money, or any date in the case of purchase pursuant a repurchase and subject to an Offer to Purchasethe conditions set forth in Article 11, money shares of Common Stock, sufficient to pay Notes payable or to be redeemed or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. If a Note is converted into Common Stock pursuant to Article 10, it ceases to be outstanding and interest on it ceases to accrue on the day of surrender of such Note or conversion.