Common use of Satisfaction and Discharge Clause in Contracts

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) A. all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (b) B. all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivery of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereoftherof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal and Aggregate Accreted Principal Amount, premium, if any, accrued interest and unpaid interest, if any, premium to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the such deposit or shall occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsdeposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture, the Notes and the Note Guarantees; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing Nothing in this Section 11.01 13.01 will be deemed to discharge those provisions of Section 7.068.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the provisions of Section 13.02 and Section 9.06 hereof shall survive. Further, the Collateral will be released from the Lien securing the Notes, as provided under Section 11.04 hereof, upon a satisfaction and discharge in accordance with the provisions described in this Section 13.01.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending of a notice of redemption or otherwise or (B) will become due and payable within one year or are to be called for redemption within one year; year under irrevocable arrangements for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holderscash, cash in U.S. dollars, non-callable U.S. Government Obligations, government obligations or a combination thereofthereof in an amount sufficient, in such amounts as will be sufficientwithout reinvestment, in the opinion of of, or as certified by, a nationally recognized investment bank, appraisal firm firm, or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, accrued and unpaid interest, if any, interest to the date of stated maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) no Unmatured Event of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing Continuing on the date of the such deposit (other than a an Unmatured Event of Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowingsdeposit); (3c) the Company or any Guarantor has paid or caused to be paid all other sums then due and payable by it under this Indenture; andIndenture by the Company; (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating effect that all conditions precedent under this Indenture relating to satisfaction and the discharge of the Notes have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturecomplied with.

Satisfaction and Discharge. This Indenture will shall be discharged and will shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes, Notes as is herein expressly provided for in this Indentureprovided) as to all outstanding Notes issued hereunderNotes, when: (1) either: either (aA) all such Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or cancellation or (bB) all Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one yearyear under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers; and or (2) the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable U.S. United States dollars or Government Obligations, Securities or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, thereof sufficient to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beRedemption Date; (23) in respect of subclause (b) of clause (1) of this Section 11.01after giving effect thereto, no Default or Event of Default has shall have occurred and is be continuing under any Indebtedness of the Issuers or any Restricted Subsidiary on the date of the deposit such deposit; (other than a Default or Event of Default resulting from the borrowing of funds to be applied to 4) such deposit satisfaction and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit discharge will not result in a breach or violation of, or constitute a default under, under any other material agreement or instrument to which the Company Issuers or any Guarantor Restricted Subsidiary is a party or by which the Company Issuers or any Guarantor Restricted Subsidiary is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (35) the Company Issuers or any Guarantor has paid or caused to be paid all other sums payable by it under this IndentureIndenture by the Issuers; and (46) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee from independent counsel, each stating that all conditions precedent under this Section 14.01 relating to the satisfaction and discharge of such Indenture have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (12) of this Section 11.0114.01, the provisions of Sections 11.02 Section 14.02 and Section 8.06 will shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated and delivered (delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) trust, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the Redemption Date, and any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3d) the Company or any Guarantor has paid or caused to be paid all sums payable by it the Company under this Indenture; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money in U.S. dollars toward the payment of the such Notes issued hereunder at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must shall deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligation to the Trustee in Section 7.7 hereof and, if money in U.S. dollars has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 11.0111.1, the provisions of Sections 11.02 11.2 and 8.06 8.6 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This (a) The Indenture will be discharged discharged, and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) when either: (ai) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenturetrust) have been delivered to the Trustee for cancellation; or (b1) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or otherwise, will become due and payable within one year or are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holdersholders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm delivered to the TrusteeTrustee if Government Securities are delivered, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) Debt on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default with respect to the outstanding Notes has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness Debt and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowingsconnection therewith); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it the Company under this Indenturethe Indenture with respect to the Notes; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exceptionsexclusions) to the Trustee each stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenturethe Indenture with respect to the Notes, the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and Guarantors’ obligations in connection therewith shall survive, and if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.017.01(a)(ii)(1), the provisions of Sections 11.02 Section 7.02 and 8.06 will Section 9.06 shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, thereof (in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeTrustee if U.S. Government Obligations are delivered), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. After the conditions to discharge contained in this Article Eleven have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon the Company’s request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantors under this Indenture, subject to those obligations that survive. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture and the Security Documents will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (1a) either: (a1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or are to be called for redemption within one year; and otherwise; (b) the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, such purpose cash in U.S. United States dollars, non-callable U.S. Government ObligationsObligations denominated in United States dollars, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trusteeor a nationally recognized investment banking firm, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Subsidiary Guarantor; (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture and the Security Documents have been complied with; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (a) either: (1) either: (a) all such Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending giving of a notice of redemption or otherwise or otherwise, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.;

Satisfaction and Discharge. This Except as otherwise contemplated by 2.03(a) hereof, this Indenture will be discharged and will cease to be of further effect (except with respect to any series of Securities specified by the Company, and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, such series when: (1a) either: (ai) all Notes Securities of such series that have been authenticated and delivered (except lost, stolen or destroyed Notes Securities of such series that have been replaced or paid and Notes Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (bii) all Notes Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or or, if applicable, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarscash, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or or, if applicable, any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4c) the Company or, if applicable, any Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedsatisfied or waived. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 11.0112.01, the provisions of Sections 11.02 12.02 and 8.06 will hereof shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, thereof (in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeTrustee if U.S. Government Obligations are delivered), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. After the conditions to discharge contained in this Article Eleven have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon the Company’s request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantors under this Indenture, subject to those obligations that survive. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (a) either: (1) either: (a) all such Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending making of a notice of redemption or otherwise or otherwise, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)deposit; (3d) the Company or any Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Guarantor; (e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4f) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged satisfied and discharged, and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as expressly provided for otherwise specified in this Indenture) as to all outstanding Notes issued hereunder), when: (1a) eitherEither: (a1) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or are to be called for redemption within one year; otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficientsufficient (which, in the case of Government Securities, must be in the opinion of a nationally recognized an independent investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, ) without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premium, if any, accrued and unpaid intereston, if anyor interest on, to the Notes to, but excluding, the date of maturity Stated Maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all other sums payable by it the Company and the Guarantors under this Indenture; and (4c) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0111.01(a)(2), the provisions of Sections Section 11.02 and Section 8.06 will shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be satisfied and discharged and will cease to be of further effect as to all Notes of a series issued hereunder, including, without limitation, having all of the Issuers’ Obligations discharged with respect to the Notes of such series, all Obligations of the Guarantors discharged with respect to the Note Guarantees of such series and all Liens on the Collateral securing the Notes and the Note Guarantees of such series released (except as to surviving rights of registration of transfer or exchange of the Notes, Notes of such series and as expressly provided for otherwise specified in this Indenture) as to all outstanding Notes issued hereunder), when: (1) either: (aA) all Notes of such series that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes of such series that have been replaced or paid and Notes of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (bB) all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company either an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes of such series not theretofore delivered to the Trustee for cancellation for principalprincipal of, or interest and premium, if any, accrued and unpaid interest, if any, on the Notes of such series to the date of maturity or redemption, as the case may be; (2) in respect of subclause clause (bB) of clause (1) of this Section 11.0111.01(1), no Default or Event of Default with respect to such series of Notes has occurred and is continuing on the date of the such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company either Issuer or any Guarantor is a party or by which the Company either Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and and, in each case case, the granting of Liens to secure such borrowings); (3) the Company Issuers have, or any Guarantor has has, paid or caused to be paid all sums payable by it them under this IndentureIndenture with respect to such series of Notes; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver to the Trustee (a) an Officer’s Certificate Officers’ Certificate, stating that all conditions precedent set forth in clauses (1) through (4) of this Section 11.01 have been satisfied and (b) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exceptionsqualifications), stating that the condition precedent set forth in clause (4) of this Section 11.01 has been satisfied. Upon discharge in accordance with the provisions above with respect to such series of Notes, the Trustee stating that all conditions precedent and the Collateral Agent, at the request and expense of the Issuers, shall execute such instruments reasonably requested by the Issuers acknowledging discharge of this Indenture with respect to satisfaction and discharge have been satisfiedsuch series of Notes. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause clause (bB) of clause (1Section 11.01(1) of this Section 11.01hereof, the provisions of Sections Section 11.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivery of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in as determined by the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeIssuers, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, accrued and unpaid interestinterest on, if any, the Notes to the date of maturity or redemption, as the case may be;redemption; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);borrowings); (3) the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Outstanding Notes issued hereunder, when: (1a) either: (ai) all the Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (bii) (x) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending making of one or more notices of redemption or otherwise (in the case that such Notes have become due and payable as a result of the mailing or electronic delivery of a notice of redemption, after any conditions precedent to redemption have been satisfied or otherwise or waived in writing by the Issuer), will become due and payable within one year or are to may be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds Trustee, in trust solely trust, for the benefit of the Holdersholders, cash in U.S. dollarsLegal Tender, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficientsufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestaccountants, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, accrued and unpaid interestinterest (including Additional Amounts) on the Notes to the stated date of deposit thereof or on the applicable redemption date, if anyas the case may; provided that (x) upon any redemption that requires the payment of a Make-Whole Amount, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Amount calculated as of the date of the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption and (y) such deficit amount will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such deficit amount that confirms that such deficit amount will be applied toward such redemption; and (y) the Issuer has delivered irrevocable instructions directing the Trustee to apply such funds to the payment of the Notes at maturity or redemptionthe redemption date, as the case may be; (2) in respect of subclause (b) of clause (1) of the Issuer has paid all other sums payable under this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) Indenture and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or Notes by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indentureit; and (4c) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturecomplied with.

Satisfaction and Discharge. This Indenture and the Security Documents will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (1a) either: (a1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or are to be called for redemption within one year; and otherwise; (b) the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, such purpose cash in U.S. United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trusteeor a nationally recognized investment banking firm, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Subsidiary Guarantor; (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture and the Security Documents have been complied with; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligationsgovernment securities, or a combination thereof, in such amounts as will be sufficient, in as determined by the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeIssuers, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, accrued and unpaid interestinterest and Additional Interest, if any, on, the Notes to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderhereunder (subject to those provisions herein that by their express terms shall survive), when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Company expense, of the Issuers, and either Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (11)(b) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company an Issuer or any Guarantor is a party or by which the Company an Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company either Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (11)(b) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indentureother than those provisions that by their terms survive) as to all outstanding Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or otherwise, will become due and payable within one year or are to may be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, (a) cash in U.S. dollars, non-callable (b) U.S. Government ObligationsSecurities, or (c) a combination thereof, in such amounts as will be sufficient, sufficient (in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to an Independent Financial Advisor; provided that such written opinion will not be required if the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars in an amount sufficient), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interestinterest to, if anybut excluding, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsin connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (4d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to any series of Securities issued hereunder (except as to any surviving rights of registration of transfer or exchange of the Notes, as Securities of that series herein expressly provided for in this Indenture) as and the right to all outstanding Notes issued hereunderreceive Additional Amounts), when: (1) either: (aA) all Notes Securities of that series that have been authenticated and delivered (except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureIssuer) have been delivered to the Trustee for cancellation; or (bB) all Notes Securities of that series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee for Securities of that series as trust funds in trust solely for the benefit of the Holders, cash money in U.S. dollarssuch currency or currencies, or currency unit or currency units, in which such Securities are then specified as payable at maturity, non-callable U.S. Government ObligationsObligations applicable to such Securities (determined on the basis of the currency or currencies, or currency unit or currency units, in which such Securities are then specified as payable at maturity), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation for principal, premiumpremium and Additional Amounts, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default with respect to the Securities of that series has occurred and is continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this IndentureIndenture with respect to the Securities of that series; and (4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture for Securities of that series, to apply the deposited money on deposit in the trust referred to in subclause (B) of clause (1) above toward the payment of the Notes such Securities at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee for Securities of that series stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this IndentureIndenture in respect of Securities of a series, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 11.01, the provisions of Sections Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, 7.07 that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes of either series issued hereunder (except as to surviving rights of registration of registration, transfer or exchange of the Notes, such Notes and as expressly provided for otherwise specified in this Indenture) as to all outstanding Notes issued hereunder), when: (1) either: (aA) all Notes of such series that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (bB) all Notes of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or are to be called for redemption within one year; otherwise and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes of such series not theretofore delivered to the Trustee for cancellation for principal, premiumpremium and Liquidated Damages, if any, and accrued and unpaid interest, if any, interest to the date of fixed maturity or redemption, as the case may be; (2) in respect of subclause (b) the case of clause (11)(B) of this Section 11.01above, no Default or Event of Default with respect to such series of Notes has occurred and is continuing on the date of the such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any instrument (other instrument than this Indenture with respect to such series of Notes and the agreements governing any other Indebtedness that is being defeased, discharged or replaced) to which the Company Targa Resources Partners or any Guarantor is a party or by which the Company Targa Resources Partners or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes of such series at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and the provisions of this Article XI and as otherwise expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (a) either: (1) either: (a) all such Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year by reason of the sending giving of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and otherwise; (b) the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trusteeor a nationally recognized investment banking firm, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interest, if any, to the date of maturity interest at such Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Subsidiary Guarantor; (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) of this Section 11.01 to the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Securities of any series issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, such Securities and as expressly provided for in this Indenture) as to all outstanding Notes issued otherwise specified hereunder), when: (1a) either: (a1) all Notes outstanding Securities of such series that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (b2) all Notes outstanding Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one year; otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of Securities of such series, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and unpaid interestAdditional Amounts, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default with respect to such series has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsdeposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor of its Subsidiaries is a party or by which the Company or any Guarantor of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; andhereunder with respect to such series; (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes such Securities at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating Counsel, which state that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture with respect to such series have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturesatisfied.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as with respect to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture) Indenture as to all outstanding the Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (bii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsdollars sufficient, non-callable U.S. Government ObligationsSecurities, the scheduled payments of principal of and interest on which will be sufficient, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in the scheduled payments of principal of and interest on which will, together with such amounts as will cash, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation for of principal, premium, if any, premium and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this IndentureIndenture with respect to the Notes; (c) the Company or any Guarantor has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture have been satisfied or waived; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will hereof shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligationsgovernment securities, or a combination thereof, in such amounts as will be sufficient, in as determined by the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeIssuers, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, accrued and unpaid interestinterest on, if any, the Notes to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) Debt on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, to the date of maturity or redemption; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the case may bedate of the notice of redemption, with any deficit as of the redemption date only required to be deposited with the Trustee on or prior to the redemption date; (2b) in respect of subclause (b2) of clause (1a) of this Section 11.0112.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness Debt and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other IndebtednessDebt, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0112.01(a)(2), the provisions of Sections 11.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 12.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Unsecured Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Unsecured Notes issued hereunderhereunder (except for certain rights of the Trustee, which shall survive), when: (1) either: (a) all Unsecured Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Unsecured Notes that have been replaced or paid and Unsecured Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company Issuer or discharged from their trust as provided in this Indenture) such trust, have been cancelled or delivered to the Trustee for cancellation; or (b) all such Unsecured Notes that have not been previously delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, will become due and payable at their Stated Maturity within one year or have been called for redemption or are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of a notice of redemption in the name and at the expense of the Issuer and the Company Issuer or any Guarantor Restricted Subsidiary has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersa manner that is not revocable, (i) cash in U.S. dollarsdollars in an amount, (ii) non-callable U.S. Government ObligationsSecurities, the scheduled payments of principal of and interest thereon will be in an amount, or (iii) a combination thereofthereof in an amount, in such amounts as will be sufficientsufficient (in the case that Government Securities have been deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered certified in writing to the Trustee), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principalon such Unsecured Notes for principal of, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premiumpremium on, if any, accrued and unpaid interest, if any, on, the Unsecured Notes to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor Restricted Subsidiary has paid or caused to be paid all sums then due and payable by it the Issuer and Guarantors under this Unsecured Indenture; and (43) the Company Issuer has delivered irrevocable instructions to the Trustee under this Unsecured Indenture to apply the deposited money toward the payment of the Unsecured Notes at to maturity or on to the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Unsecured Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Unsecured Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivery of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in as determined by the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeIssuers, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, accrued and unpaid interestinterest on, if any, the Notes to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1i) eitherEither: (aA) all the Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered to the Trustee for cancellation; or (bB) all the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or will become due and payable by reason of the giving of a notice of redemption or otherwise within one 80 year or are to be called for redemption within one year; and the Company or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2ii) in respect the case of subclause (bi)(B) of clause (1) of this Section 11.01above, no Default or Event of Default has occurred and is continuing under this Indenture on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the or arising in connection with borrowing of funds to be applied to such deposit and the grant of any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure Lien securing such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any Guarantor STBV is a party or by which the Company Issuer or any Guarantor STBV is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3iii) the Company or any Guarantor Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes issued hereunder at maturity or on the redemption date, as the case may be. . (b) In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1i) of this Section 11.0111.01(a), the provisions of Sections 11.02 and 8.06 hereof will survivesurvive such satisfaction and discharge. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of and registration of transfer or exchange of the NotesSecurities, as expressly provided for in this Indentureherein and except as to the rights, powers, trusts, duties, protections, benefits, indemnities and immunities of the Trustee hereunder) as to all outstanding Notes issued hereunder, Securities when: (1a) either: (ai) all Notes that have been the Securities theretofore authenticated and delivered (except lost, stolen or destroyed Notes that Securities which have been replaced or paid and Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have Securities not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year or are to will be called for redemption within one year; , and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficientObligations sufficient without reinvestment, in the opinion of a nationally an internationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestaccountants, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes Securities not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, accrued and unpaid interest, if any, interest on the Securities to the date of maturity deposit (in the case of Securities which have become due and payable) or to the date such Securities will become due and payable or to the date of redemption, as the case may bebe (in the case of Securities which will become due and payable at their Stated Maturity within one year or which will be called for redemption within one year), together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this IndentureIndenture and the Securities by the Company; and (4c) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment an Opinion of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver Counsel and an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee each stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturecomplied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuers and thereafter repaid to the Company Issuers or discharged from their trust as provided in this Indenture) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, thereof (in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeTrustee if U.S. Government Obligations are delivered), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuers or any Guarantor is a party or by which the Company Issuers or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent under this Indenture to satisfaction and discharge of this Indenture have been satisfied. After the conditions to discharge contained in this Article 11 have been satisfied, and the Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon the Issuers’ request shall acknowledge in writing the discharge of the obligations of the Issuers and the Guarantors under this Indenture, subject to those obligations that survive. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture (including the Note Guarantees) and (to the extent relating to the Notes) all Security Documents will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, and the Trustee and the Collateral Agent, at the expense of the Issuers, shall execute proper instruments acknowledging the same, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption (or delivering such notice of redemption in accordance with the procedures of DTC) or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, interest and premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsIndebtedness) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company an Issuer or any Guarantor is a party or by which the Company an Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtednessinstruments being contemporaneously repaid, and in each case the granting of Liens to secure such borrowingsdefeased or terminated); (3) the Company Issuers or any Guarantor has Guarantors have paid or caused to be paid all sums payable by it them under this Indenture; and (4) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0112.01(1)(b), the provisions of Sections 11.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 12.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Outstanding Notes issued hereunder, when: (1a) either: (ai) all the Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (bii) (x) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending making of one or more notices of redemption or otherwise (in the case that such Notes have become due and payable as a result of the mailing or electronic delivery of a notice of redemption, after any conditions precedent to redemption have been satisfied or otherwise or waived in writing by the Issuer), will become due and payable within one year or are to may be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds Trustee, in trust solely trust, for the benefit of the Holdersholders, cash in U.S. dollarsEuros, non-callable U.S. European Government Obligations, or a combination thereof, in such amounts as will be sufficientsufficient without reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestaccountants, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, accrued and unpaid interestinterest (including Additional Amounts) on the Notes to the stated date of deposit thereof or on the applicable redemption date, if anyas the case may; provided that (x) upon any redemption that requires the payment of a Make-Whole Amount, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Amount calculated as of the date of the notice of redemption, with any deficit as of the date of redemption only required to be deposited with the Trustee on or prior to the date of maturity or redemption, as redemption and (y) such deficit amount will be set forth in an Officer’s Certificate delivered to the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of Trustee simultaneously with the deposit (other than a Default or Event of Default resulting from the borrowing of funds to such deficit amount that confirms that such deficit amount will be applied to toward such deposit redemption; and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3y) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company Issuer has delivered irrevocable instructions to directing the Trustee under this Indenture to apply the deposited money toward such funds to the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.;

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderotherwise specified herein), when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersholders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficientsufficient (in the case of Government Securities, (x) in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to or a nationally recognized investment banking firm or (y) if no such opinion in the Trusteeimmediately preceding clause (x) can be reasonably obtained, in the opinion of the chief financial officer of the Company), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premium, if any, accrued and unpaid on, or interest, if any, on, the Notes to the date of maturity Stated Maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.011)(b), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenturehereunder; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenturehereof, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenturehereof.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (a) either: (1) either: (a) all such Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending making of a notice of redemption or otherwise or otherwise, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.;

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderhereunder and the Liens, if any, on the Collateral securing the Notes will be released, when: (1a) either: (a1) all Notes that have been authenticated and delivered (delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) trust, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the Redemption Date, and any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit (or, if required by applicable DTC procedures, up to two Business Days prior to such deposit) that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3d) the Company or any Guarantor has paid or caused to be paid all sums payable by it the Company under this Indenture; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money in U.S. dollars toward the payment of the such Notes issued hereunder at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must shall deliver an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exceptionsexclusions and may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (a), (b), (c), (d) and (e))) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligation to the Trustee and the Notes Collateral Agent in Section 7.6 and Section 13.8(z) hereof and, if money in U.S. dollars has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 11.0111.1, the provisions of Sections 11.02 Section 11.2 and 8.06 Section 8.6 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture and the Security Documents will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderhereunder (except for certain rights of the Trustee and Notes Collateral Agent, which shall survive) and any Collateral then securing the Notes shall be automatically released, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company Issuer or discharged from their trust as provided in this Indenture) such trust, have been cancelled or delivered to the Trustee for cancellation; or (b) all such Notes that have not been previously delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, will become due and payable at their Stated Maturity within one year or have been called for redemption or are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of a notice of redemption in the name and at the expense of the Issuer and the Company Issuer or any Guarantor Restricted Subsidiary has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersa manner that is not revocable, (i) cash in U.S. dollarsdollars in an amount, (ii) non-callable U.S. Government ObligationsSecurities, the scheduled payments of principal of and interest thereon will be in an amount, or (iii) a combination thereofthereof in an amount, in such amounts as will be sufficientsufficient (in the case that Government Securities have been deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered certified in writing to the Trustee), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principalon such Notes for principal of, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premiumpremium on, if any, accrued and unpaid interest, if any, on, the Notes to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor Restricted Subsidiary has paid or caused to be paid all sums then due and payable by it the Issuer and Guarantors under this Indenture; and (43) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at to maturity or on to the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Securities of any series issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, such Securities and as expressly provided for in this Indenture) as to all outstanding Notes issued otherwise specified hereunder), when: (1a) either: (ai) all Notes Securities of such series that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (bii) all Notes Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the giving of a notice of redemption or are to be called for redemption within one year; otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of Securities of such series, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment, in the opinion of a nationally recognized investment bank, appraisal firm or firm, firm of independent public accountants delivered to or the Trustee, without consideration chief accounting officer of any reinvestment the Company (in the case of interesta combination that includes non-callable Government Securities), to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and unpaid interestAdditional Amounts, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default with respect to such series has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens liens to secure such borrowingsborrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor of its Subsidiaries is a party or by which the Company or any Guarantor of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; andhereunder with respect to such series pursuant to Section 7.07; (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes such Securities at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating Counsel, which state that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to such series have been satisfied. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 10.01 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of such series. Notwithstanding the satisfaction and discharge of this IndentureIndenture with respect to Securities of any series, the obligations of the Company to the Trustee under Section 7.07 and, if money has shall have been deposited with the Trustee pursuant to subclause (bSection 10.01(a)(ii) of clause (1) of this Section 11.01with respect to such Securities, the provisions obligations of Sections 11.02 the Company of such series under Section 3.03 and 8.06 will survive. In additionthe obligations of the Trustee under Section 10.02 with respect to such Securities, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, shall survive the such satisfaction and discharge of this Indenturedischarge.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this IndentureArticle Eleven) as to all outstanding Notes thereof issued hereunder, under this Indenture when: (1a) either: (ai) all Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending making of a notice of redemption or otherwise or otherwise, (B) will become due and payable at their Stated Maturity within one year year, or (C) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Company expense, of the Issuer; (b) in the case of clause (a)(ii) above, the Issuer or any the Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bankan accounting, appraisal firm or investment banking firm of independent public accountants delivered to national standing (in the Trustee, without consideration case of any reinvestment of interest, U.S. Government Securities) to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company Issuer or any the Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Issuer and the Guarantor with respect to the Notes; (d) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4e) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, as Notes expressly provided for in this Indenture) as to all outstanding Notes issued hereunderherein, the Company's obligations under Section 7.07, and the Trustee's and each Paying Agent's obligations under Sections 13.02 and 13.03), when: (1i) either: (a1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable money or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, including Special Interest, if any, to the date of maturity or redemption, as the case may be; (2ii) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or U.S. Government Obligations toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the . (b) The Company must shall deliver an Officer’s Officers' Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (aA) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, to the date of maturity Stated Maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (43) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company Issuer must deliver to Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge set forth in clauses (1) through (3) above have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to any surviving rights of registration of transfer or exchange of the Notes, as Notes expressly provided for in this Indenture) as to all outstanding Notes issued hereunder), when: (1a) either: (ai) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered (including electronic delivery in the case of uncertificated Notes) to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending delivery or mailing of a redemption notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders thereof, cash in U.S. United States dollars, non-callable U.S. Government Obligations, Securities (provided the Trustee is permitted at such time to receive Government Securities) or a combination thereofof cash in United States dollars and Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, sufficient to pay and discharge the entire Indebtedness (including all principal, Premium (if any) and accrued and unpaid interest, if any) on interest to Maturity or the Notes not theretofore delivered to redemption date (together with all applicable fees and expenses of the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may bein connection with such payment); (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsborrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company Issuer or any Guarantor Restricted Subsidiary is a party or by which the Company Issuer or any Guarantor Restricted Subsidiary is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company or any Guarantor Issuer has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (4d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Notes at maturity the applicable Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.017.1(a)(ii), the provisions of Sections 11.02 7.7 and 8.06 7.8 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture Indenture, and the rights of the Trustee, the Collateral Agent and the Holders under the Notes, the Note Guarantees and the Security Documents, will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderthereunder (other than such terms that expressly survive satisfaction and discharge) and all Liens on the Collateral and all Note Guarantees will be automatically released and discharged, when: (1) either: (aA) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trusteeaccountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premiumpremium and Additional Amounts, if any, and accrued and unpaid interest, if any, interest to but not including the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this IndentureIndenture and the Security Documents; and (43) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, in the Company case of a discharge pursuant to clause 1(a) the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee and the Collateral Agent stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)). Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will and Additional Amounts, if any, survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture and the other Notes Documents will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as expressly provided for in this Indenture) as to all outstanding Notes issued otherwise specified hereunder), when: (1a) either: (ai) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Company, have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one year; otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of fixed maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company or any Guarantor of its Subsidiaries is a party or by which the Company or any Guarantor of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; andhereunder; (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating Counsel, which, taken together, state that all conditions precedent under this Indenture and the other Notes Documents relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has such Notes Documents have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturecomplied with.

Satisfaction and Discharge. This Except as otherwise contemplated by 2.03(a) hereof, this Indenture will be discharged and will cease to be of further effect (except with respect to any series of Securities specified by the Company, and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, such series when: (1a) either: (ai) all Notes Securities of such series that have been authenticated and delivered (except lost, stolen or destroyed Notes Securities of such series that have been replaced or paid and Notes Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (bii) all Notes Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or or, if applicable, any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarscash, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or or, if applicable, any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4c) the Company or, if applicable, any Guarantor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers' Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedsatisfied or waived. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 11.0113.01, the provisions of Sections 11.02 13.02 and 8.06 will hereof shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Securities issued hereunder (except as to surviving rights of registration of transfer or exchange of the NotesCompany's obligations under Section 7.07, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderand the Trustee's and each Paying Agent's obligations under Sections 14.02 and 14.03), when: (1i) either: (a1) all Notes Securities that have been authenticated and delivered (except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (b2) all Notes Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable money or U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2ii) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or U.S. Government Obligations toward the payment of the Notes Securities at maturity or on the redemption date, as the case may be. In addition, the . (b) The Company must shall deliver an Officer’s Officers' Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture Indenture, the Collateral Documents and the Intercreditor Agreement will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Collateral Documents and the Intercreditor Agreement, if money has shall have been deposited with the Trustee pursuant to subclause (bii) of clause (1a) of this Section 11.01Section, the provisions of Sections Section 11.02 and Section 8.06 will shall survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Section 501. Satisfaction and Discharge of Indenture. The Indenture will be discharged and will shall upon Company Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture, when: (1) either: (aA) all Notes that have been theretofore authenticated and delivered (except lostother than (i) Notes which have been destroyed, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 406 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust such trust, as provided in this Indenture) Section 1103), have been delivered to the Trustee for cancellation; or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (i) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, or (ii) will become due and payable at their Stated Maturity within one year or year, or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor Subsidiary Guarantor, in the case of (i), (ii) or (iii) of subclause (B), has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, such purpose cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, thereof in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm bank or firm of independent public accountants delivered to the Trusteeif such deposit includes any U.S. Government Obligations, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the such Notes not theretofore delivered to the Trustee for cancellation cancellation, for principal, premium, if any, principal and any premium and accrued and unpaid interest, if any, interest to the date of maturity such deposit (in the case of Notes which have become due and payable) or redemptionto the Stated Maturity or Redemption Date, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all other sums payable hereunder by it under this Indenturethe Company in respect of the Notes; and (43) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture in respect of the Notes have been satisfiedcomplied with. Notwithstanding the satisfaction and discharge of this Indenturethe Indenture in respect of the Notes, the obligations of the Company to the Holders under Sections 405 and 406, the obligations of the Company to the Trustee under Section 707, the obligations of the Trustee to any Authenticating Agent under Section 714 and, if money has cash or U.S. Government Obligations shall have been deposited with the Trustee pursuant to subclause (bB) of clause (1) of this Section 11.01Section, the provisions obligations of Sections 11.02 the Trustee under Section 502 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions the last paragraph of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture1103 shall survive.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes thereof issued hereunder, under this Indenture when: (a) either: (1) either: (a) all Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending making of a notice of redemption or otherwise or otherwise, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, sufficient, (in such amounts as will be sufficientthe case of Government Securities, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm), to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the such Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Guarantor with respect to such Notes; (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will shall upon the request of the Issuers cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as Notes herein expressly provided for in for, the Issuers’ obligations under Section 7.07 hereof, the Issuers’ rights of optional redemption under Article 3 hereof, and the Trustee’s and the Paying Agent’s obligations under Section 11.02 and 11.03 hereof) and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all outstanding Notes issued hereunder, Indenture when: (1) either: (a) either (i) all Notes that have been theretofore authenticated and delivered (except lostother than (A) Notes which have been destroyed, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.07 and (B) Notes for whose payment money has been deposited in trust with the Trustee or segregated and held in trust by the Company any Paying Agent and thereafter repaid paid to the Company Issuers or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (bii) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (A) have become due and payable; or (B) shall become due and payable at their Stated Maturity within one year by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or otherwise, or (C) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Company Issuers or any Guarantor Subsidiary Guarantor, in the case of clause (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations or a combination of cash in U.S. dollars and U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of fixed maturity or redemption, as the case may be;; Back to Contents (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company or any Guarantor of its Subsidiaries is a party or by which the Company or any Guarantor of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);bound; and (3c) the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums then due and payable hereunder by it under this Indenture; andthe Issuers; (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be. In addition, ; and (e) the Company must deliver Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Issuers’ obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08, 11.02, 11.03 and 11.04, and the Trustee’s and Paying Agent’s obligations in Section 11.0111.03 shall survive until the Notes are no longer outstanding. Thereafter, only the provisions of Issuers’ obligations in Sections 11.02 7.07 and 8.06 will 11.03 shall survive. In additionorder to have money available on a payment date to pay principal (and premium, nothing if any, on) or interest on the Notes, the U.S. Government Obligations shall be payable as to principal (and premium, if any) or interest at least one Business Day before such payment date in this Section 11.01 will such amounts as shall provide the necessary money. The U.S. Government Obligations shall not be deemed to discharge those provisions of Section 7.06, that, by their terms, survive callable at the satisfaction and discharge of this Indentureissuer’s option.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated and delivered (delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) trust, have been delivered to the Trustee for cancellation; or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the Company or any Guarantor has expense of the Issuers; (b) the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollarsDollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestreinvestment, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company an Issuer or any Guarantor is a party or by which the Company an Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3d) the Company Issuers or any Guarantor has paid or caused to be paid all sums payable by it the Issuers under this Indenture; and (4e) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the such Notes issued hereunder at maturity or on the redemption date, as the case may be. In addition, the Company must Issuers shall deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 11.0111.1, the provisions of Sections 11.02 8.6 and 8.06 11.2 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will shall upon the request of the Issuers cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as Notes herein expressly provided for in for, the Issuers’ obligations under Section 7.07 hereof, the Issuers’ rights of optional redemption under Article 3 hereof, and the Trustee’s and the Paying Agent’s obligations under Section 11.02 and 11.03 hereof) and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture) as to all outstanding Notes issued hereunder, Indenture when: (1) either: (a) either (i) all Notes that have been theretofore authenticated and delivered (except lostother than (A) Notes which have been destroyed, lost or stolen or destroyed Notes that and which have been replaced or paid as provided in Section 2.07 and (B) Notes for whose payment money has been deposited in trust with the Trustee or segregated and held in trust by the Company any Paying Agent and thereafter repaid paid to the Company or discharged from their trust as provided in this IndentureIssuers) have been delivered to the Trustee for cancellation; or (bii) all such Notes that have not been theretofore delivered to the Trustee for cancellation cancellation (A) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable; or (B) will become due and payable within one year by reason of the mailing of a notice of redemption or otherwise, or (C) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Company Issuers or any Guarantor Subsidiary Guarantor, in the case of clause (A) or (B) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations or a combination of cash in U.S. dollars and U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest and unpaid interestAdditional Interest, if any, to the date of fixed maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the such deposit (other than or will occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company or any Guarantor of its Subsidiaries is a party or by which the Company or any Guarantor of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);bound; and (3c) the Company Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums then due and payable hereunder by it under this Indenture; andthe Issuers; (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption date, as the case may be. In addition, ; and (e) the Company must deliver Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Issuers’ obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08, 11.02, 11.03 and 11.04, and the Trustee’s and Paying Agent’s obligations in Section 11.0111.03 shall survive until the Notes are no longer outstanding. Thereafter, only the provisions of Issuers’ obligations in Sections 11.02 7.07 and 8.06 will 11.03 shall survive. In additionorder to have money available on a payment date to pay principal (and premium, nothing if any, on) or interest on the Notes, the U.S. Government Obligations shall be payable as to principal (and premium, if any) or interest at least one Business Day before such payment date in this Section 11.01 will such amounts as shall provide the necessary money. The U.S. Government Obligations shall not be deemed to discharge those provisions of Section 7.06, that, by their terms, survive callable at the satisfaction and discharge of this Indentureissuer’s option.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderNotes, when: (1a) either: (a1) all the Notes that have been previously authenticated and delivered (except other than certain lost, stolen or destroyed Notes that and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid released to the Company or discharged from their trust as provided in this IndentureIssuer) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been previously delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, (ii) will become due and payable at their Stated Maturity within one year year, or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Company or any Guarantor expense, of the Issuer; (b) the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersTrustee, cash money in U.S. dollars, non-callable dollars or U.S. Government Obligations, as applicable, or a combination thereof, in such amounts as will be an amount sufficient, without consideration of any reinvestment interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to (in the Trustee, without consideration case of any reinvestment of interestU.S. Government Obligations), to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Guarantor Issuer has paid or caused to be paid all other sums payable by it under this Indenture; and; (4d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes such notes issued hereunder at maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (e) the Company must deliver Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee each stating that all conditions precedent under Article XI relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (a), (b) and (c)). Notwithstanding the satisfaction and discharge of this Indenture, the indemnification rights of the Trustee and the Issuer’s obligations with respect thereto and the Trustee’s rights to be compensated pursuant to Section 7.7, and if money has been deposited with the Trustee pursuant to subclause clause (b) of clause (1) of this Section 11.0111.1, the provisions of Sections 11.02 11.2 and 8.06 8.6 hereof, will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued under this Indenture (except as to surviving certain rights of registration of transfer or exchange relating to transfers of the Notes, Notes and as expressly provided for described below) and all Note Guarantees and Collateral in this Indenture) as to all outstanding respect of the Notes issued hereunderor the Note Guarantees shall be released, when: (1) either: (a) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered to the Trustee for cancellation; cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the delivery of a notice of redemption or are to be called for redemption within one year; otherwise and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in as determined by the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeIssuer, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, accrued and unpaid interestinterest on, if any, the Notes to the date of maturity or redemption, as the case may be;redemption; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);borrowings); (3) the Company Issuer or any Guarantor has have paid or caused to be paid all sums payable by it under this Indenture; Indenture; and (4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture and the Security Documents will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to for certain surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderTrustee and Collateral Agent), when: (1) either: (aA) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) such trust, have been cancelled or delivered to the Trustee for cancellation; or (bB) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable at final maturity or by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to will be called for redemption redeemed within one year; year under arrangements satisfactory to the Trustee for the giving of a notice of redemption in the name and at the expense of the Company and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, (i) cash in U.S. dollarsdollars in an amount, (ii) non-callable U.S. Government ObligationsSecurities, the scheduled payments of principal of and interest thereon will be in an amount, or (iii) a combination thereofthereof in amounts, in such amounts as will be sufficientsufficient (in case Government Securities have been deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered certified in writing to the Trustee), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principalon such Notes for principal of, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premiumpremium on, if any, accrued and unpaid interest, if any, on, the Notes to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Applicable Premium, as the case may be; (2) in respect of subclause (b) of clause (1) amount deposited shall be sufficient for purposes of this Section 11.01, no Default or Event Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of Default has occurred and is continuing on the date of the deposit (other than a Default or Event notice of Default resulting from the borrowing of funds redemption, with any Applicable Premium Deficit only required to be applied deposited with the Trustee on or prior to such deposit and any similar deposit relating the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and Trustee simultaneously with the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied concurrently to make the deposit required to effect toward such redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid), provided that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and any similar concurrent deposit relating to other Indebtedness, and in each case the granting discharge of Liens to secure such borrowings); (3) this Indenture; the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (42) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at to maturity or on to the redemption date, as the case may be. . (b) In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s and Guarantors’ obligations to the Trustee and the Collateral Agent pursuant to Section 7.06 shall survive such satisfaction and discharge, and if money has shall have been deposited with the Trustee pursuant to subclause (b) of clause (1a) of this Section 11.01, the provisions of Sections Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, hereof shall survive the such satisfaction and discharge of this Indenturedischarge.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all of the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) have been delivered to the Trustee for cancellation; or (b) all of the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, thereof (in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeTrustee if U.S. Government Obligations are delivered), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.0112.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. After the conditions to discharge contained in this Article 12 have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon the Company’s request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantors under this Indenture, subject to those obligations that survive. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0112.01, the provisions of Sections 11.02 12.02 and 8.06 will survive. In addition, nothing in this Section 11.01 12.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, and the Collateral shall be released from the Liens in favor of the Collateral Trustee will be released or will no longer secure the obligations under this Indenture, as applicable, when: (1a) either: (a1) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuers, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuers or any Guarantor has have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trusteeaccountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalprincipal of, premiumpremium on, if any, accrued and unpaid interestinterest on, if any, the Notes to the date of maturity or redemption; provided, that, upon any redemption that requires the payment of a premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee equal to the premium calculated as of the case may bedate of the notice of redemption, with any deficit on the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in fact paid); (2b) in respect of subclause (b) of clause (1) of this Section 11.0111.01(a)(2), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuers or any Guarantor is or are a party or by which the Company Issuers or any Guarantor is or are bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company Issuers or any Guarantor has or have paid or caused to be paid all sums payable by it or them under this Indenture; and (4d) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee and the Collateral Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0111.01(a)(2), the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, under this Indenture when: (i) either: (1) either: (a) all such Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Co-Obligors and thereafter repaid to the Company Co-Obligors or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; cancellation or (b2) all Notes that have not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one year; year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the Company expense, of the Co-Obligors; (b) either of the Co-Obligors or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, United States dollars (whether in the opinion form of a nationally recognized investment bank, appraisal firm cash or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, Cash Equivalents) sufficient to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if anyStated Maturity or redemption date (for the avoidance of doubt, in the case of a discharge that occurs in connection with a redemption that is to occur on a Make-Whole Redemption date, the amount to be deposited shall be the amount that, as of the date of maturity or redemptionsuch deposit, as is deemed reasonably sufficient to make such payment and discharge on the case may bedate of the Make-Whole Redemption, in the good-faith determination of the Chief Financial Officer of the Company); (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has shall have occurred and is be continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)deposit; (3d) the Company Company, ▇▇▇▇▇ ▇▇▇▇▇ GP or any Guarantor has paid or caused to be paid all other sums payable by it under this IndentureIndenture by the Company, ▇▇▇▇▇ ▇▇▇▇▇ GP and any Guarantor; (e) the Co-Obligors have delivered to the Trustee an Officers’ Certificate and an opinion of independent counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4f) the Company has Co-Obligors have delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes at maturity Maturity, Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all of the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) have been delivered to the Trustee for cancellation; or (b) all of the Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, thereof (in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the TrusteeTrustee if U.S. Government Obligations are delivered), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. After the conditions to discharge contained in this Article 11 have been satisfied, and the Company has paid or caused to be paid all other sums payable hereunder by the Company, and delivered to the Trustee an Officer’s Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon the Company’s request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantors under this Indenture, subject to those obligations that survive. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indentureother than those provisions that by their terms survive) as to all outstanding Notes issued hereunder, when: (1a) either: (ai) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuer and thereafter repaid to the Company Issuer or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or otherwise, will become due and payable within one year or are to may be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, (a) cash in U.S. dollars, non-callable (b) U.S. Government ObligationsSecurities, or (c) a combination thereof, in such amounts as will be sufficient, sufficient (in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to an Independent Financial Advisor; provided that such written opinion will not be required if the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars in an amount sufficient), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interestinterest to, if anybut excluding, to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsin connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other instrument than this Indenture) to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3c) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it the Issuer under this Indenture; and (4d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Securities of any series issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, such Securities and as expressly provided for in this Indenture) as to all outstanding Notes issued otherwise specified hereunder), when: (1) either: (a) all Notes such Securities of that series that have been authenticated and delivered (authenticated, except Securities that have been lost, stolen or destroyed Notes or wrongfully taken and that have been replaced or paid and Notes Securities of such series for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer have been delivered to the Trustee for cancellation; or (b) all Notes Securities of such series that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of or will become due and payable, whether at maturity or upon redemption or otherwise or will become due and payable within one year by reason of the delivery of a notice of redemption or are to be called for redemption within one year; otherwise and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the HoldersHolders of Securities of such series, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes applicable Securities not theretofore delivered to the Trustee for cancellation for principal, premiumpremium and Additional Interest, if any, accrued and unpaid interestAdditional Amounts, if any, and accrued interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default with respect to such series has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsdeposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor of its Subsidiaries is a party or by which the Company Issuer or any Guarantor of its Subsidiaries is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; andhereunder with respect to such series; (4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the deposited money toward the payment of the Notes such Securities issued thereunder at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, ; and (5) the Company must deliver Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating Counsel, which state that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture with respect to such series have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturesatisfied.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: : (1a) either: (a1) all Notes that have been authenticated and delivered (delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) trust, have been delivered to the Trustee for cancellation; or or (b2) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one yearyear un- der arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee, in the name, and at the expense of the Company; and (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge dis- charge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the such Notes not theretofore previously delivered to the Trustee for cancellation cancellation, for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; ; (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as expressly provided for otherwise specified in this Article 11), and the Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (a1) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year by reason of the mailing of a notice of redemption or are to be called for redemption within one year; otherwise and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity Stated Maturity or redemption, as the case may be; (2b) in respect of subclause (b2) of clause (1a) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the such deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit); (3c) the Company or any Guarantor Issuer has paid or caused to be paid all other sums payable by it the Issuer under this Indenture; and (4d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has or Government Securities have been deposited with the Trustee pursuant to subclause (b2) of clause (1a) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of with the Registrar of, transfer or exchange of the Notes, Notes and as expressly provided for otherwise specified in this Indenture) as to all outstanding Notes issued hereunder), when: (1) either: (ai) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered to the Trustee for cancellation; or (bii) all such Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending distribution of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of fixed maturity or redemption, as the case may beRedemption Date; (2) in respect of subclause (b1)(ii) of clause (1) of this Section 11.01above, no Default or Event of Default under this Indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsdeposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument (other than this Indenture and the agreements governing any other Indebtedness that is being defeased, discharged or replaced) to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at fixed maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company . (b) The Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. . (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0112.01(a)(1)(ii), the provisions of Sections 11.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 12.01 will be deemed to discharge those provisions of Section 7.06, 7.07 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. (a) This Indenture Indenture, the Notes and the Note Guarantees will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereundereffect, when: (1i) either: (aA) all Notes that have been authenticated and delivered (except lostother than destroyed, lost or stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company Issuer or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (bB) all Notes that have not been delivered to the Trustee for cancellation (x) have become due and payable (by reason of the sending mailing of a notice of redemption or otherwise otherwise) or (y) will become due and payable within one year or are to be called for redemption within one year; and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holdersholders of the Notes, cash in U.S. dollarseuros, non-callable U.S. European Government Obligations, Obligations or a combination thereof, in each case in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) Debt on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be;; and (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3ii) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4iii) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii) of this Section 11.01(a)). (b) With respect to the termination of obligations with respect to Section 11.01(a)(i)(A), the obligations of the Issuer and the Guarantors under Section 7.06 shall survive. With respect to the termination of obligations with respect to Section 11.01(a)(i)(B), the obligations of the Issuer and the Guarantors in Sections 2.02, 2.03, 2.04, 2.06, 2.07, 2.11, 4.01, 4.02, 4.05, 7.06, 7.07, 8.05 and 8.07 shall survive until the Notes are no longer outstanding. Thereafter, only the obligations of the Issuer in Sections 7.06, 7.07 and 8.07 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees, if any, and any supplemental indenture, except for those surviving obligations specified above. (c) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0111.01(a)(i)(B), the provisions of Sections 8.06 and 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging such satisfaction and discharge of this Indenture, when: (1) either: (a) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureIssuers) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending making of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; and the Company or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, (x) cash in U.S. dollars, (y) non-callable U.S. Government ObligationsSecurities, or (z) a combination thereof, in such amounts as will be sufficientsufficient without consideration of any reinvestment of interest (in the case of clause (y) or (z), in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm), to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2c) solely in respect of subclause (b) of clause (1) of this Section 11.011)(b), no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar other substantially contemporaneous deposit relating to other Indebtedness and, in each case, Indebtedness) and the granting of Liens to secure such borrowings, all or a portion of which are to be applied to such deposit) and the such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is Issuers are a party or by which the Company or any Guarantor is Issuers are bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to agreements governing other IndebtednessIndebtedness being contemporaneously defeased, and in each case the granting of Liens to secure such borrowingsdischarged or replaced); (32) the Company or any Guarantor has Issuers have paid or caused to be paid all sums payable by it them under this Indenture; and (43) the Company has Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuers must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.0111.02, the provisions of Sections Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes of either series thereof issued hereunder, under this Indenture when: (a) either: (1) either: (a) all Notes that have been of such series theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and or Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) all Notes that have of such series not been theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the sending making of a notice of redemption or otherwise or otherwise, (b) will become due and payable at their Stated Maturity within one year year, or (c) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, sufficient, (in such amounts as will be sufficientthe case of Government Securities, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm), to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the such series of Notes not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, if any, to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company or any Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Guarantor with respect to such series of Notes; (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (b) above to the payment of the Notes of such series at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1) either: (a) all Notes that have been theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenturesuch trust) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending of a payable, pursuant to an optional redemption notice of redemption or otherwise otherwise, or will become due and payable within one year or are to may be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, and Additional Interest, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be;; and (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must shall deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause subsection (b) of clause (1) of this Section 11.0112.01, the provisions of Sections 11.02 12.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 12.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. Upon compliance with the foregoing the Trustee will, upon request, acknowledge the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged discharged, and will cease to be of further effect (except as to surviving rights, indemnities and immunities of the Trustee and the rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderNotes, when: (1a) either: : (aA) all Notes that have been theretofore authenticated and delivered (delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) trust, have been delivered to the Trustee for cancellation; or or (bB) all such Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending giving of a notice of redemption or otherwise or (ii) will become due and payable within one year or are to be called for redemption within one year; year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligationsgovernment securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, sufficient to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes Notes, not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity Stated Maturity or redemption, as the case may beredemption date; (2) in respect of subclause (b) of clause the Company or any Guarantor has paid or caused to be paid all other sums then due and payable under this Indenture; (1c) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness Debt and, in each case, the granting of Liens to secure such borrowingsin connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other material agreement or material instrument (other than this Indenture and the agreements governing any other Debt being defeased, discharge or replaced) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, ; and (e) the Company must deliver has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions exclusions and exceptionsassumptions) to the Trustee each stating that all conditions precedent under this Indenture relating to satisfaction and discharge the Discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturecomplied with.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (effect, except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (ai) all Notes that have been previously authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has previously been deposited in trust or segregated and held in trust by the Company and is thereafter repaid to the Company or discharged from their trust as provided in this Indenturethe trust) have been delivered to the Trustee for cancellation; or (bii) all Notes that have not been previously delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending of a notice of redemption or otherwise or (B) will become due and payable at their maturity within one year or (C) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee, and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) Debt on the Notes not theretofore previously delivered to the Trustee for cancellation for principal, premium, if any, accrued and unpaid interest, if any, interest on the Notes to the date of maturity deposit, in the case of Notes that have become due and payable, or redemptionto the Stated Maturity or redemption date, as the case may be; be (2) for the avoidance of doubt, in respect the case of subclause (b) a discharge that occurs in connection with a redemption that is to occur on a redemption date, and the amount required to pay and discharge the entire Debt on the Notes with certainty, the amount to be deposited shall be the amount that, as of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of such deposit, is deemed sufficient to make such payment and discharge on the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness andredemption date, in each case, the granting good faith determination of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and as set forth in each case the granting of Liens to secure such borrowingsan Officers’ Certificate); (3b) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (4c) the Company has delivered irrevocable instructions delivers to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has Indenture have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenturesatisfied.

Satisfaction and Discharge. (a) This Indenture will be discharged discharged, and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderSecurities, whenwhen either: (1) either: (a) all Notes Securities that have been authenticated and delivered (except lost, stolen or destroyed Notes Securities that have been replaced or paid and Notes Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenturetrust) have been delivered to the Trustee for cancellation; or (b2) (A) all Notes that have Securities not been theretofore delivered to the Trustee for cancellation have become due and payable by reason of the sending giving of a notice of redemption or otherwise or otherwise, will become due and payable within one year or are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee Trustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereof, in such amounts as will be sufficient, as confirmed, certified or attested to by an Independent Financial Advisor in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered writing to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (23) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowingsin connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, the Senior Secured Credit Agreement or any other material agreement or material instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (34) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it the Company under this Indenture; and (45) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes Securities at maturity or on the redemption date, as the case may be. . (b) In addition, the Company must shall deliver to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exceptionsexclusions) to the Trustee each stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has shall have been deposited with the Trustee pursuant to subclause (bA) of clause (12) of this Section 11.0113.1(a), the provisions of Sections 11.02 Section 13.2 and 8.06 will Section 8.6 shall survive. In addition, nothing in this Section 11.01 13.1 will be deemed to discharge those provisions of Section 7.06, 7.7 that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunderhereunder (subject to those provisions herein that by their express terms shall survive), when: (1a) either: (a1) all Notes that have been authenticated and delivered (authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this Indenture) Issuer, have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or otherwise, (B) will become due and payable within one year or (C) are to be called for redemption within one year; year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2b) in respect of subclause (b) of clause (1a)(2) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3c) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4d) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the NotesNotes and rights of the Trustee, as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when: (1a) either: (a1) all Notes that have been previously authenticated and delivered (except other than certain lost, stolen or destroyed Notes that and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid released to the Company or discharged from their trust as provided in this IndentureCompany) have been delivered to the Trustee for cancellation; or (b2) all Notes that have not been theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of the sending of a notice of redemption or otherwise or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee and the Paying Agent for the giving of notice of redemption by the Trustee or the Paying Agent, in the name, and at the expense of the Company; (b) the Company or any Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit (or with a custodian or account bank appointed on behalf of the HoldersTrustee) or the Paying Agent money in Dollars, cash in U.S. dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficientapplicable, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes not theretofore previously delivered to the Trustee or an Agent for cancellation cancellation, for principal, premium, if any, accrued and unpaid interest, if any, interest to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or Redemption Date, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee or the Paying Agent on or prior to the Redemption Date, and any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two Business Days prior to the Redemption Date that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (2c) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and is be continuing on the date of the such deposit (other than or shall occur as a Default or Event result of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings)bound; (3d) the Company or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (4e) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money in euros toward the payment of the such Notes issued hereunder at maturity or on the redemption dateRedemption Date, as the case may be. In addition, the Company must shall deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfiedcomplied with; provided, that any such counsel may rely on any Officer’s Certificate as to matters of facts. Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligation to the Trustee in Section 7.6 hereof and, if money in U.S. dollars has been deposited with the Trustee pursuant to subclause (b) of clause (1a)(2) of this Section 11.0111.1, the provisions of Sections 11.02 11.2 and 8.06 8.6 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture and the Security Documents will be discharged and will cease to be of further effect (except as to surviving (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost or exchange stolen Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon and (iv) the rights, protections, indemnities and immunities of the Notes, as expressly provided for Trustee and the specific obligations set forth in this IndentureSection 8.8) as to all outstanding Notes issued hereunder, whenand security granted for the Notes and the Guarantees when either: (1) either: (a) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company Issuers (or, if the concept of trust is not recognized under such Issuer’s jurisdiction, as an agent) and thereafter repaid to the Company Issuers or discharged from their trust as provided in this Indenturetrust) have been delivered to the Trustee for cancellation; or (b2) (A) all Notes that have not been delivered to the Trustee for cancellation otherwise (i) have become due and payable by reason of the sending of a notice of redemption or otherwise or payable, (ii) will become due and payable payable, or may be called for redemption, within one year or are to be (iii) have been called for redemption within one year; and pursuant to Section 3.7 and, in any case, the Company or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds funds, in trust solely for the benefit of the Holders, cash in U.S. dollarslegal tender, non-callable U.S. Government Obligations, Obligations or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient (without consideration of any reinvestment of interest, ) to pay and discharge the entire Indebtedness (including all principal, principal and accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation for principal(provided that if such redemption is made as provided under Section 3.7(a), premium(x) the amount of cash in U.S. dollars, if anynon-callable Government Securities, accrued and unpaid interestor a combination thereof, if any, to that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating (y) if there is an adjustment to other Indebtedness and, in each casethe Applicable Premium, the granting Issuers must provide notice of Liens such updated redemption amount to secure the Holders (with a copy to the Trustee) no later than two Business Days prior to such borrowings) redemption date and the depositor must irrevocably deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds cause to be applied concurrently deposited additional money in trust on the redemption date as necessary to make pay the deposit required to effect Applicable Premium as determined by such date) (any such amount, the “Applicable Premium Deficit”) (it being understood that any satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Guarantor has paid or caused to shall be paid all sums payable by it under this Indenture; and (4) the Company has delivered irrevocable instructions subject to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to condition subsequent that such Applicable Premium Deficit is in fact paid); provided that the Trustee stating shall have no liability whatsoever in the event that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge of this Indenture, if money has been deposited Indenture and that any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the Trustee pursuant to subclause (b) deposit of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.applied toward such redemption;

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, Notes and as otherwise expressly provided for in this Indenture) as to all outstanding Notes of either series issued hereunder, under this Indenture when: (a) either: (1) either: (a) all such Notes of that have been series theretofore authenticated and delivered (except lost, stolen or destroyed Notes of that series which have been replaced or paid and or Notes for of that series whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or (b2) (i) all Notes of that have series not been theretofore delivered to the Trustee for cancellation (A) have become due and payable by reason of the sending giving of a notice of redemption or otherwise or otherwise, (B) will become due and payable at their Stated Maturity within one year year, or (C) are to be called for redemption within one year; year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company and (ii) the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash an amount in U.S. United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, without consideration of any reinvestment of interestor a nationally recognized investment banking firm, to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) on the Notes of that series not theretofore delivered to the Trustee for cancellation for principalcancellation, including principal of, premium, if any, and accrued and unpaid interestinterest at such Maturity, Stated Maturity or redemption date; provided that if anysuch redemption is made as provided in Section 3.07(d), to (x) the amount of cash in United States dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of maturity such deposit and (y) the depositor must irrevocably deposit or cause to be deposited the Make Whole Premium Deficit in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date; a Make Whole Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make Whole Premium Deficit that confirms that such Make Whole Premium Deficit will be applied toward such redemption; provided, as further, that the case may beTrustee shall have no liability whatsoever in the event that such Make Whole Premium Deficit is not in fact paid after any defeasance; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums due and payable by it under this IndentureIndenture by the Company and any Subsidiary Guarantor; (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and (4d) the Company has delivered irrevocable instructions to the Trustee under this Indenture hereunder to apply the any deposited money toward described in clause (a)(2) of this Section 11.01 to the payment of the Notes of that series at maturity Stated Maturity or on the redemption date, as the case may be. In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.06, that, by their terms, survive the satisfaction and discharge of this Indenture.

Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of or registration of transfer or exchange of the NotesNotes and the rights, powers, trusts, duties, immunities and indemnities of the trustee and the obligations of the Issuer and the Guarantors in connection therewith, as expressly provided for in this the Indenture) as to all outstanding Notes issued hereunder), when: (1) either: (a) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from their trust as provided in this IndentureIssuer) have been delivered to the Trustee for cancellation; or (b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the sending mailing of a notice of redemption or otherwise or will become due and payable within one year or are to be called for redemption within one year; , and the Company Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable U.S. Government ObligationsSecurities, or a combination thereofof cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants delivered to the Trustee, sufficient without consideration of any reinvestment of interest, interest to pay and discharge the entire Indebtedness (including all principal, accrued and unpaid interest, if any) indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued and unpaid interest, if any, interest to the date of maturity or redemption, as the case may be; (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuing on the date of the such deposit or will occur as a result of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company Issuer or any Guarantor is a party or by which the Company Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case case, the granting of Liens to secure such borrowings); (3) the Company Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (4) the Company Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Company Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) to the Trustee stating that all covenants and conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01Section, the provisions of Sections Section 11.02 and Section 8.06 will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.067.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.