Common use of Outstanding Securities Clause in Contracts

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 and the Base Indenture as not outstanding. Except as set forth in Section 3.13 of the Base Indenture, a Security does not cease to be outstanding because the Company or an affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)3.09 of the Base Indenture, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.01 of the Base Indenture, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.09 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide "protected purchaser" (within the meaning of Article 8 of the Uniform Commercial Code) or a Person with comparable status under other applicable law. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 2.09, a Security does not cease to be outstanding because the Issuer or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds on a Redemption Date or the Stated Final Maturity money Date the Paying Agent holds (or, if the Issuer, the Company or a Subsidiary of the Company acts as Paying Agent, segregates and holds in trust) in accordance with the terms of this Indenture U.S. Legal Tender sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all Securities the Notes authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.09 as not outstanding. Except as set forth in Section 2.10 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security; however, Securities held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.08 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide protected purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.11 as not outstanding. Except as set forth in Section 2.12 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.10 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide protected purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities will be deemed to be no longer outstanding and will cease to accrue interest. Securities discharged pursuant to Article 11 or with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Section 8.02 or 8.03, to the extent such Securities are not reinstated pursuant to Section 8.07 will be deemed to be no longer outstanding and interest on them ceases to accrue. A Security does not will cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Issuer, any Guarantor or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser or a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Issuer or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal ofprincipal, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.09. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Company or an Affiliate of a Company) holds cash sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, date and payment of the Securities called for redemption or payable on such Maturity Date is not otherwise prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9 hereof. If a Security is replaced pursuant to Section 2.8 2.7 hereof (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7 hereof. If a Paying Agent holds on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Company or an Affiliate of the Company) holds cash sufficient to pay all of the principal of, and interest and premium, if any, and accrued interest on, due on the Securities payable on that date, date and payment of the Securities called for redemption is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)otherwise prohibited, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds on a Redemption Date or the Stated Maturity money Date the Paying Agent holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does ; provided, however, that to the extent the Trustee is enjoined from making payments to the Holders, interest will continue to accrue until such time as the Trustee is not cease to be outstanding solely because the Company or an Affiliate holds the Securityso enjoined.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by itthe Registrar, those delivered to it the Registrar for cancellation cancellation, those reductions in the interest in a Global Security effected by the Registrar hereunder, those paid pursuant to Section 2.7 and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company and the Trustee receive Registrar receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Company or an Affiliate of the Company) holds Cash or U.S. Government Obligations sufficient to pay all of the principal of, and interest and premium, if any, and accrued interest on, due on the Securities payable on that date, date and payment of the Securities called for redemption is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)otherwise prohibited, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.11 as not outstanding. Except as set forth in Section 2.12 hereof, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. Subject to the foregoing, in determining whether the Holders of the requisite principal amount of outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder (including, without limitation, determinations pursuant to Articles Six and Nine hereof), only Securities outstanding at the time of such determination shall be considered in any such determination. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.10 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any thereof) holds, on a Redemption Date or the Stated Maturity at Maturity, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, on Securities payable on that date, date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDEDprovided that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Issuers, any Guarantor or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide bonafide purchaser or a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Issuers or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal ofprincipal, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company, the Guarantors or any of their respective Affiliates holds the Security (subject to the provisions of Section 2.09). If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless a Responsible Officer of the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Trustee or Paying Agent (other than Parent or a Subsidiary thereof) holds U.S. Legal Tender or Government Securities sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any ----------------------- time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated , in which event the replacement Security ceases shall cease to be outstanding upon surrender outstanding, subject to the provisions of such Security and replacement thereof pursuant to Section 2.88-405 of the Uniform Commercial Code. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee or its Authenticating Agent except for those canceled by it, those delivered to it for cancellation cancellation, those paid or replaced pursuant to Section 2.08 and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds holds, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date and upon payment of such money to the Holder, such Securities will be cancelled and cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds on a Redemption Date or a Maturity Date the Stated Maturity money Paying Agent (other than the Company or an Affiliate of the Company) holds cash or U.S. Government Obligations sufficient to pay all of the principal of, premiumAccreted Value and interest, if any, due on the Securities and accrued interest on, Securities payable on that date, and is not prohibited from paying such money cash or U.S. Government Obligations to the Holders thereof of such Securities pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases shall cease to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, on Securities payable on that date, date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDEDprovided that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Subject to Section 2.10, a Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities The Notes outstanding at any time are all Securities the Notes authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Security does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Security; however, Securities held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.01(a) hereof. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07 hereof, it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent holds (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities will be deemed to be no longer outstanding and will cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. (a) Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those redeemed or purchased pursuant to Article 3, those converted pursuant to Article 4, those delivered to it the Trustee for cancellation or surrendered for transfer or exchange and those described in this Section 2.9 2.8 as not outstanding. . (b) If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until unless the Company and the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. . (c) If a Paying Agent (other than the Company or an Affiliate of the Company) holds in respect of the outstanding Securities on a Redemption Date, a Change in Control Purchase Date or the Stated Final Maturity Date money sufficient to pay the principal of, of (including premium, if any, ) and accrued interest on, on Securities (or portions thereof) payable on that date, then on and is not prohibited from paying after such money Redemption Date, Change in Control Purchase Date, or the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to the Holders thereof pursuant be outstanding and interest on them shall cease to the terms of this Indenture (PROVIDED, accrue; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor thereof satisfactory to the Trustee has been made). (d) Subject to the restrictions contained in Section 2.9, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Company or an Affiliate of the Company) holds Cash or U.S. Government Obligations sufficient to pay all of the principal of, and interest and premium, if any, and accrued interest on, due on the Securities payable on that date, date and payment of the Securities called for redemption is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)otherwise prohibited, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those paid pursuant to Section 2.09 and those described in this Section 2.9 2.10 as not outstanding. A Security ceases to be outstanding in the event the Company or a Subsidiary of the Company holds the Security; provided, however, that for purposes of determining which Securities are outstanding for consent or voting purposes hereunder, the provisions of Section 11.06 shall apply. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.09, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date Date, repurchase date or the Stated Maturity maturity date money sufficient to pay the principal of, premiumall amounts and Additional Amounts, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed, repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled by itthe Trustee, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 2.09, a Security does not cease to be outstanding because the Company or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a the principal amount of any Security is considered paid under Section 5.01, it ceases to be outstanding and interest ceases to accrue. If on the Maturity Date the Paying Agent holds on a Redemption Date or the Stated Maturity money in immediately available funds and designated for and sufficient to pay all of the principal of, and premium, if any, and accrued interest on, due on the Securities payable on that date, date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 2.09, a Security does not cease to be outstanding because the Company or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds on a Redemption Date or the Stated Final Maturity money Date the Paying Agent holds (or, if the Company or a Subsidiary of the Company acts as Paying Agent, segregates and holds in trust) in accordance with the terms of this Indenture U.S. Legal Tender sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 2.09, a Security does not cease to be outstanding because the Issuer or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds on a Redemption Date or the Stated Final Maturity money Date the Paying Agent holds (or, if the Issuer, the Company or a Subsidiary of the Company acts as Paying Agent, segregates and holds in trust) in accordance with the terms of this Indenture euros sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because either of the Issuer, any Subsidiary Guarantor or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser or a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than either of the Issuer or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal ofprincipal, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.09 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide “protected purchaser” (within the meaning of Article 8 of the Uniform Commercial Code) or a Person with comparable status under other applicable law. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal ofamount of any Securities (or portions thereof) is considered paid under Section 4.01, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture (or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not 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 principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is 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 Securities (or portions thereof) cease to be outstanding solely because the Company or an Affiliate holds the Securityand interest on them ceases to accrue.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.06, a Security does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding in the event the Company or an Affiliate of the Company holds the Security except that the Company or an Affiliate of the Company shall not obtain voting rights with respect to such Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date, Change of Control Payment Date or the Stated Maturity maturity date money sufficient to pay the principal ofall principal, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed, repurchased or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those paid pursuant to Section 2.08 and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 11.07, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.11 as not outstanding. Except as set forth in Section 2.12 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.10 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide protected purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date, purchase date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities will be deemed to be no longer outstanding and will cease to accrue interest. Securities discharged pursuant to Article 11 or with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Section 8.02 or 8.03, to the extent such Securities are not reinstated pursuant to Section 8.07 will be deemed to be no longer outstanding and interest on them ceases to accrue. A Security does not will cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, amount of any Securities (or portions thereof) and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of any related fees contemplated by this Indenture (PROVIDEDare considered paid under Section 4.01, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture (or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not 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 principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing and any related fees contemplated by this Indenture, as the case may be, and no Paying Agent is 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 Securities (or portions thereof) cease to be outstanding solely because the Company or an Affiliate holds the Securityand interest on them ceases to accrue.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.06, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated , in which event the replacement Security ceases shall cease to be outstanding upon surrender outstanding, subject to the provisions of such Security and replacement thereof pursuant to Section 2.88-405 of the Uniform Commercial Code. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the principal ofall principal, premium, if any, premium and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.09, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the principal ofall principal, premium, premium (if any, applicable) and accrued interest on, Securities payable on that datedate with respect to the Securities to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A In determining whether the Holders of the requisite Principal Amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder the Principal Amount of an Original Issue Discount Security does not cease that shall be deemed to be outstanding solely because for such purposes shall be the Company or an Affiliate holds amount of the Securityprincipal 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 5.02.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, on Securities payable on that date, date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDEDPROVIDED that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.8, it ceases to be outstanding until the Company and the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide "protected purchaser. A mutilated Security ceases to be outstanding upon surrender " within the meaning of such Security and replacement thereof pursuant to Section 2.88-303 of the Uniform Commercial Code of New York. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, for any period of time, on the maturity of Securities of a Redemption Date or the Stated Maturity Series money sufficient to pay the principal of, premium, if any, and accrued interest on, such Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security 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 6.2.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.09 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide “protected purchaser” (within the meaning of Article 8 of the Uniform Commercial Code) or a Person with comparable status under other applicable law. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by itthe Registrar or any Agent in accordance with this Indenture, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.05, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds holds, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture or the Intercreditor Agreement (PROVIDEDor if applicable, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been madeany Additional Intercreditor Agreement), then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated If the principal amount of and interest due on any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, on Securities payable on that date, date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDEDprovided that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. The Company may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date the Paying Agent (other than the Company or an Affiliate of the Stated Maturity money Company) holds Cash or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, date in accordance with Section 3.6 hereof and payment of the Securities called for redemption is not otherwise prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Article XII hereof or provision therefor satisfactory to the Trustee has been made)otherwise, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on, on Securities payable on that date, date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDEDPROVIDED that, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 11.07, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent paying agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no paying agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated 2.08, the Security surrendered for replacement), it so replaced ceases to be outstanding unless and until the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds on a Redemption Date in trust, in accordance with this Indenture, at Maturity, money or the Stated Maturity money securities sufficient to pay the principal of, premium, if any, and accrued interest on, Securities all amounts payable on that date, and is not prohibited from paying such money date with respect to the Holders thereof pursuant to the terms of this Indenture Securities (PROVIDED, that if such Securities are or portions thereof) to be redeemed, notice of such redemption has been duly given pursuant to this Indenture purchased or provision therefor satisfactory to repurchased or maturing, as the Trustee has been made)case may be, then on and after that date date, such Securities (or portions thereof) shall cease to be outstanding and interest Original Issue Discount (or interest, if the Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event) on them ceases or Contingent Interest and Defaulted Interest, if any, shall cease to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder, and those described in this Section 2.9 as not outstanding. If a Security is replaced pursuant to Section 2.8 2.7 hereof (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7 hereof. If a the principal amount of any Security is considered paid under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrueaccrue interest. A Except as set forth in Section 2.9 hereof, a Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.09 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.08, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on the Maturity of Securities of a Redemption Date or the Stated Maturity Series money sufficient to pay such Securities of the principal of, premium, if any, and accrued interest on, Securities Series payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities of the Series shall be deemed to be no longer outstanding and shall cease to accrue interest. In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and interest on them ceases payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the SecuritySection 6.02.

Outstanding Securities. Securities outstanding at any time are all of the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date the Paying Agent (other than the Company or an Affiliate of the Stated Maturity money Company) holds Cash or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, date in accordance with Section 3.6 hereof and payment of the Securities called for redemption is not otherwise prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Article 11 hereof or provision therefor satisfactory to the Trustee has been made)otherwise, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal ofamount of any Securities (or portions thereof) is considered paid under Section 4.01 hereof, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture (or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does If, on any redemption date or maturity date, money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, has been delivered to a Paying Agent to segregate and hold in trust in accordance with this Indenture, and such 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 Securities (or portions thereof) cease to be outstanding solely because the Company or an Affiliate holds the Securityand interest on them ceases to accrue.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those paid pursuant to Section 2.08 and those described in this Section 2.9 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.08, it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date or any date of purchase pursuant to an offer to purchase money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed, maturing or purchased, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.06, a Security does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any ---------------------- time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Except as set forth in Section 13.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until out standing unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases If the entire amount of their principal and all accrued and unpaid interest on any Securities are considered paid under Section 4.01 on the date such amounts are due, such Securities shall cease to be outstanding upon surrender of under this Indenture and interest on such Security Securities shall cease to accrue from and replacement thereof pursuant to Section 2.8after such date. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 2.8 as not outstanding. Except as set forth in Section 2.9, a Security does not cease to be outstanding because the Company, the Guarantors or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the entire principal of, and premium, interest and Liquidated Damages, if any, on, any Security are considered paid under Section 4.1, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premiuminterest and Liquidated Damages, if any, and accrued interest onon it cease to accrue. If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient fully to pay Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding accrue interest and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the SecurityLiquidated Damages, if any.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancelation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the principal ofall principal, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. (a) Securities outstanding (“Outstanding”) at any time are all Securities authenticated by the Trustee, except for those canceled by it, those purchased pursuant to Article 3, those exchanged pursuant to Article 4, those redeemed by the Issuer pursuant to Article 11, those delivered to it the Trustee for cancellation or surrendered for transfer or exchange and those described in this Section 2.9 2.10 as not outstanding. . (b) If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.09, it ceases to be outstanding until Outstanding unless the Company and the Trustee receive Issuer receives proof satisfactory to each of them it that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. . (c) If a Paying Agent (other than the Issuer or an Affiliate of the Issuer) holds in respect of the outstanding Securities on a Change in Control Purchase Date, Redemption Date or the Stated Final Maturity Date money sufficient to pay the principal of, premiumaccrued interest, if any, and accrued interest on, on Securities (or portions thereof) payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Change in Control Purchase Date, Redemption Date or Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding Outstanding and interest on them ceases shall cease to accrue. A . (d) Subject to the restrictions contained in Section 2.14, a Security does not cease to be outstanding solely Outstanding because the Company Issuer, the Guarantors or an Affiliate of the Issuer or the Guarantors holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancelation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the principal ofall principal, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 13.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.NY1:1657728.6 S-

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.08 as not outstanding. Subject to Section 2.09, a Security does not cease to be outstanding because the Company or any of its Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If on a Redemption Date, Proceeds Purchase Date or the Maturity Date the Paying Agent holds on a Redemption Date United States Legal Tender or the Stated Maturity money United States Governmental Obligations sufficient to pay all of the principal ofprincipal, premium, if any, and accrued interest on, due on the Securities payable on that datedate (or the portion thereof to be redeemed or maturing, as the case may be) and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for (a) those canceled by it, (b) those delivered to it for cancellation cancellation, (c) to the extent set forth in Sections 9.01 and 9.02, on or after the date on the conditions set forth in Section 9.01 or 9.02 have been satisfied and (d) those Securities theretofore authenticated by the Trustee hereunder and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Issuer or any of its Affiliates holds the Security (subject to the provisions of Section 2.10). If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaserpurchaser in whose hands such Security is a legal, valid and binding obligation of the Issuer. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Securities sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any ----------------------- time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancelation and those described in this Section 2.9 2.08 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Company Trustee and the Trustee Issuers receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the principal ofall principal, premiuminterest and Additional Amounts, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest and Additional Amounts, if any, on them ceases cease to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation those paid pursuant to Section 2.08 and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because -43- the Issuer, any Guarantor or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser or a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds the principal amount at maturity of any Security is considered paid under Section 4.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Issuer or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal Accreted Value of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 2.9 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security; however, Securities held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.7 hereof. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.1 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than an Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, amount of those Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal ofamount of any Securities (or portions thereof) and the applicable Exit Fee are considered paid under Section 4.01, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture (or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not 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 principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing and the applicable Exit Fee, as the case may be, and no Paying Agent is 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 Securities (or portions thereof) cease to be outstanding solely because the Company or an Affiliate holds the Securityand interest on them ceases to accrue.

Outstanding Securities. (a) Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those redeemed or purchased pursuant to Article 3, those converted pursuant to Article 4, those delivered to it the Trustee for cancellation or surrendered for transfer or exchange and those described in this Section 2.9 2.8 as not outstanding. . (b) If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until unless the Company and the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. . (c) If a Paying Agent (other than the Company or an Affiliate of the Company) holds in respect of the outstanding Securities on a Redemption Date, a Fundamental Change Purchase Date or the Stated Final Maturity Date money sufficient to pay the principal of, of (including premium, if any, ) and accrued interest on, on Securities (or portions thereof) payable on that date, then on and is not prohibited from paying after such money Redemption Date, Fundamental Change Purchase Date, or the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to the Holders thereof pursuant be outstanding and interest on them shall cease to the terms of this Indenture (PROVIDED, accrue; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor thereof satisfactory to the Trustee has been made). (d) Subject to the restrictions contained in Section 2.9, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent holds on a Redemption Date or the Stated Maturity money sufficient to pay the principal ofamount of any Securities (or portions thereof) is considered paid under SECTION 4.01 hereof, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture (or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does If, on any redemption date or maturity date, money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, has been delivered to a Paying Agent to segregate and hold in trust in accordance with this Indenture, and such 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 Securities (or portions thereof) cease to be outstanding solely because the Company or an Affiliate holds the Securityand interest on them ceases to accrue.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a the Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date redemption date, repurchase date or the Stated Maturity maturity date money sufficient to pay the principal of, premium, if any, and accrued interest on, on Securities payable on that date, then on and is not prohibited from paying after that date such money Securities cease to the Holders thereof pursuant be outstanding and interest (including Contingent Interest and Liquidated Damages, if any) on them ceases to the terms of this Indenture (PROVIDED, accrue; provided that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory Indenture. Subject to the Trustee has been made)restrictions contained in Section 2.9, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date the Paying Agent (other than the Company or an Affiliate of the Stated Maturity money Company) holds Cash or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, date in accordance with Section 3.6 hereof and payment of the Securities called for redemption is not otherwise prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Article XII hereof or provision therefor satisfactory to the Trustee has been made)otherwise, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by itthe Registrar, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Registrar hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date the Paying Agent (other than the Company or an Affiliate of the Stated Maturity money Company) holds Cash or U.S. Government Obligations or if the Company (if the Company shall act as its own Paying Agent) shall have set aside and segregated in trust Cash or U.S. Government Obligations, sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, date in accordance with Section 3.6 hereof and payment of the Securities called for redemption is not otherwise prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Article XII hereof or provision therefor satisfactory to the Trustee has been made)otherwise, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a upon Stated Maturity, (i) Contingent Payments are due and payable on such date and the Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date U.S. Legal Tender or the Stated Maturity money U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, Contingent Payments due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such the Securities cease to be outstanding and interest holders thereof cease to have any rights to receive Contingent Payments, or (ii) no Contingent Payments are due and payable on them ceases to accrue. A Security does not such date, then on and after such date the Securities cease to be outstanding solely because the Company or an Affiliate holds the Securityand holders thereof cease to have any rights to receive Contingent Payments.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.06, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser, in which event the replacement Security shall cease to be outstanding, subject to the provisions of Section 8-405 of the Uniform Commercial Code. A mutilated If the principal amount of any Security ceases is considered paid under Section 4.01 hereof, it shall cease to be outstanding upon surrender of on such date and interest on the Security and replacement thereof pursuant shall cease to Section 2.8accrue. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until unless the Company and receives, subsequent to the Trustee receive new Security's authentication, proof satisfactory to each of them the Company that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date, Repurchase Date, a Change in Control Purchase Date or the Stated Final Maturity Date money sufficient to pay the principal of, of (including premium, if any, ) and accrued interest on, on Securities (or portions thereof) payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities (or portions thereof, as the case may be) cease to be outstanding and interest on them ceases to accrue; provided that any notice of such redemption, repurchase or purchase has been given pursuant to this Indenture. A Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated authenti cated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 2.9 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds such Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.1 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate, of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay all of the principal ofprincipal, Liquidated Damages, if any, and interest and premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds Except as otherwise set forth herein, if on a Redemption Date (or on the Stated Maturity money maturity date of the Securities) the Paying Agent (other than the Company or an Affiliate of the Company) holds Cash or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to date in accordance with the Holders thereof pursuant to the terms provisions of this Indenture (PROVIDED, that if and such Securities are to be redeemed, notice of such redemption has been duly given payment is not otherwise prohibited pursuant to this Indenture Article XI hereof or provision therefor satisfactory to the Trustee has been made)otherwise, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 2.09 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security; however, Securities held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07 hereof, it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until unless the Company and the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent (other than the Company or an Affiliate of the Company) holds on a Redemption Date, a Change in Control Purchase Date or on the Business Day following a Repurchase Date or Stated Maturity Maturity, money or securities, if permitted hereunder, sufficient to pay the principal of, premium, if any, and accrued interest on, Securities (or portions thereof) payable on that date, then on and is not prohibited from paying after that date such money Securities (or portions thereof, as the case may be) cease to the Holders thereof pursuant be outstanding and Original Issue Discount and interest, if any, on such Securities shall cease to the terms of this Indenture (PROVIDEDaccrue; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made). Subject to the restrictions contained in Section 2.9, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security. If a Security is converted in accordance with Article 4, then from and after the time of conversion on the Conversion Date, such Security shall cease to be outstanding and Original Issue Discount and interest, if any, shall cease to accrue on such security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company, the Guarantors or any of their respective Affiliates holds the Security (subject to the provisions of Section 2.09). If a Security is replaced pursuant to Section 2.8 2.07 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless a Responsible Officer of the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.07. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Trustee or Paying Agent (other than Parent or a Subsidiary thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Issuer, any Guarantor or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide BONA FIDE purchaser or a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds the principal amount at maturity of any Security is considered paid under Section 4.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Issuer or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal Accreted Value of, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee (including any Security represented by a Global Security) except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date the Paying Agent (other than the Company or an Affiliate of the Stated Maturity money Company) holds Cash or U.S. Government Obligations (or if the Company, acting as its own Paying Agent, shall have set aside and segregated in trust, as provided in Section 2.4, Cash or U.S. Government Obligations) sufficient to pay all of the principal of, premium, if any, and accrued interest on, due on the Securities payable on that date, date in accordance with Section 3.6 hereof and payment of the Securities called for redemption is not otherwise prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture Article XII hereof or provision therefor satisfactory to the Trustee has been made)otherwise, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Security effected by the Trustee hereunder and those described in this Section 2.9 2.8 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security, except as provided in Section 2.9. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than the Company or an Affiliate of the Company) 39 49 holds cash sufficient to pay all of the principal of, premiumand interest (and Liquidated Damages, if any, and accrued interest on, ) due on the Securities payable on that date, date and payment of the Securities called for redemption is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)otherwise prohibited, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. Subject to Section 11.07, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security. If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Company Trustee and the Trustee Issuer receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A 44 mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.08. If a Paying Agent paying agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no paying agent is not prohibited from paying such money to the Holders thereof on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all the Securities that have been authenticated by the Trustee, Trustee except for those canceled cancelled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because either of the Issuers, any Guarantor or any of their respective Subsidiaries or Affiliates holds the Security. If a Security is replaced pursuant to Section 2.8 2.7 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser or a protected purchaser. A mutilated Security ceases to ---- ---- be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.82.7. If a Paying Agent holds the principal amount of any Security is considered paid under Section 4.1, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity money Date the Paying Agent (other than either of the Issuers or a Subsidiary) holds U.S. Legal Tender sufficient to pay all of the principal ofprincipal, premium, if any, and accrued interest on, due on the Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those converted pursuant to Article 4, those delivered to it for cancellation or surrendered for transfer or exchange and those described in this Section 2.9 2.8 as not outstanding. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.7, it ceases to be outstanding until unless the Company and the Trustee receive Issuer receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. If a Paying Agent (other than the Issuer or an Affiliate of the Issuer) holds on a Change of Control Purchase Date, Redemption Date or the Stated Final Maturity Date money sufficient to pay the principal of, of (including premium, if any, ) and accrued and unpaid interest on(including Additional Interest), if any, on Securities (or portions thereof) in respect of which a Change of Control Purchase Notice or notice of redemption has been delivered and not withdrawn payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Change of Control Purchase Date, Redemption Date or the Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and interest on them ceases (including Additional Interest), if any, shall cease to accrue. A Subject to the restrictions contained in Section 2.9, a Security does not cease to be outstanding solely because the Company Issuer, the Guarantor or an Affiliate of the Issuer holds the Security.

Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.9 as not outstanding. Except as set forth in Section 3.8 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)3.6 hereof, it ceases to ----------- be outstanding until the Company and unless the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated If the principal amount of any Security is considered paid under Section 10.1 hereof, it ceases to be outstanding upon surrender of such Security and replacement thereof pursuant interest on it ceases to Section 2.8------------ accrue. If a the Paying Agent holds (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date redemption date or the Stated Maturity maturity date, money sufficient to pay the principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Securityaccrue interest.

Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated , in which case the replacement Security ceases shall cease to be outstanding upon surrender outstanding, 41 subject to the provisions of such Security and replacement thereof pursuant to Section 2.88-405 of the Uniform Commercial Code. If a the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that datedate with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders thereof Securityholders on that date pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made)Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. (a) Securities outstanding at any time are all Securities authenticated by the Trustee, Trustee except for those canceled by it, those delivered to it for cancellation cancelation, those redeemed pursuant to Article III and those described in this Section 2.9 2.09 as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Company, a Guarantor or an Affiliate of the Company or a Guarantor holds the Security. (b) If a Security is replaced pursuant to Section 2.8 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding until unless the Trustee and the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. 2.08. (c) If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date redemption date or the Stated Maturity maturity date money sufficient to pay the all principal of, premium, if any, and accrued interest on, Securities payable on that date, and is not prohibited from paying such money date with respect to the Holders thereof pursuant to the terms of this Indenture Securities (PROVIDED, that if such Securities are or portions thereof) to be redeemedredeemed or maturing, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to as the Trustee has been made)case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security.

Outstanding Securities. (a) Securities outstanding at any time are all Securities authenticated by the Trustee, except for those canceled by it, those purchased pursuant to Article 3, those converted pursuant to Article 4, those delivered to it the Trustee for cancellation or surrendered for transfer or exchange and those described in this Section 2.9 2.08 as not outstanding. . (b) If a Security is replaced pursuant to Section 2.8 (other than a mutilated Security surrendered for replacement)2.07, it ceases to be outstanding until unless the Company and the Trustee receive receives proof satisfactory to each of them it that the replaced Security is held by a bona fide purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. . (c) If a Paying Agent (other than the Company or an Affiliate of the Company) holds in respect of the outstanding Securities on a Redemption Date, Repurchase Date, Designated Event Purchase Date or the Stated Final Maturity Date money sufficient to pay the principal of, of (including premium, if any), and accrued interest onand Contingent Interest, if any, on Securities (or portions thereof) payable on that date, and is not prohibited from paying such money to the Holders thereof pursuant to the terms of this Indenture (PROVIDED, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such Redemption Date, Repurchase Date, Designated Event Purchase Date or Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be outstanding and cash interest and Contingent Interest, if any, on them ceases shall cease to accrue. A ; provided that any notice of such redemption, repurchase or purchase has been given pursuant to this Indenture. (d) Subject to the restrictions contained in Section 2.09, a Security does not cease to be outstanding solely because the Company or an Affiliate of the Company holds the Security.