Common use of Discharge of Indenture Defeasance Clause in Contracts

Discharge of Indenture Defeasance. Section 9.01. Discharge; Defeasance within One Year of Payment. Except as otherwise provided in this Section 9.01, the Company or the Guarantor may terminate the obligations of the Company and the Guarantor under the Securities of any series, the Guarantee and this Indenture with respect to Securities of such series if: (a) all Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Securities of such series that have been replaced or paid or Securities of such series that are paid pursuant to Section 4.01 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company or the Guarantor, as provided in Section 9.05) have been delivered to the Trustee for cancellation and the Company (or the Guarantor pursuant to the Guarantee) has paid all sums payable by it hereunder; or (i) the Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (ii) the Company or the Guarantor irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders of such Securities for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment, to pay the Principal of and interest on the Securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, and (iii) the Company delivers to the Trustee an Officer's Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. With respect to the foregoing clause (a), only the Company's and the Guarantor's obligations under Section 8.07 in respect of the Securities of such series shall survive. With respect to the foregoing clause (b), only the obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect of the Securities of such series and the Guarantee thereof shall survive until such Securities of such series are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Securities of such series and the Guarantee thereof shall survive. After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of the Company and the Guarantor under the Securities of such series, the Guarantee thereof and this Indenture with respect to the Securities of such series except for those surviving obligations specified above.

Discharge of Indenture Defeasance. Section 9.01. Discharge; Defeasance within One Year (a) This Indenture shall cease to be of Payment. Except as otherwise provided in this Section 9.01, further effect with respect to a series of Securities and the Company or the Guarantor may terminate the its obligations of the Company under such Securities and the Guarantor under the Securities of any series, the Guarantee and this Indenture with respect to such Securities of such series if: (aexcept that the Company's obligations under Section 7.7 and the Trustee's and the Paying Agent's obligations under Section 8.4 shall survive) if (i) all Securities of such series previously authenticated and delivered issued (other than destroyed, lost or wrongfully taken stolen Securities of such series that have been replaced or paid or Securities of such series that are paid pursuant to Section 4.01 4.1 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company or the Guarantor, as provided in Section 9.058.5) have been delivered to the Trustee for cancellation and the Company (or the Guarantor pursuant to the Guarantee) has paid all sums payable by it hereunderhereunder with respect thereto; or or (iii) (A) the Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (iiB) the Company or the Guarantor irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders of such Securities for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestmentreinvestment of any interest thereon, to pay the Principal of and principal of, interest on and any Additional Amounts payable with respect to the Securities of such series to maturity or redemption, as the case may be, and to pay all other sums payable by the Company hereunder with respect to such Securities, (C) no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it hereunderis bound, and (iiiE) the Company delivers has delivered to the Trustee an Officer's Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series of Securities have been complied with. With . (b) Subject to Sections 8.1(c), 8.2 and 8.5, the Company at any time may terminate (i) all its obligations under the Securities of any series and this Indenture with respect to the foregoing clause such series of Securities (a), only the Company's and the Guarantor's "legal defeasance option") or (ii) its obligations under Article Four (except those obligations set forth in Sections 4.1 and 4.2 thereof) and Section 8.07 in 5.1 with respect to any series of Securities ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the Securities of such the applicable series shall survivemay not be accelerated because of an Event of Default. With respect to the foregoing clause (b), only the obligations Upon satisfaction of the Company conditions set forth herein and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect upon request of the Securities of such series and the Guarantee thereof shall survive until such Securities of such series are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Securities of such series and the Guarantee thereof shall survive. After any such irrevocable depositCompany, the Trustee upon written request shall acknowledge in writing the discharge of the those obligations of that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 7.7 and 8.5 and Article Eleven and Article Twelve and the Guarantor Trustee's and Paying Agent's obligation under Section 8.4, shall survive until the Securities of such serieshave been paid in full. Thereafter, the Guarantee Company's obligations in Sections 7.7 and 8.5 and any Guarantors' obligations in respect thereof and this Indenture with respect to the Securities of such series except for those surviving Trustee's and Paying Agent's obligations specified aboveunder Section 8.4 shall survive.

Discharge of Indenture Defeasance. Section 9.01SECTION 8.1. DischargeDISCHARGE OF LIABILITY ON SECURITIES; Defeasance within One Year of Payment. Except as otherwise provided in this Section 9.01, the Company or the Guarantor may terminate the obligations of the Company and the Guarantor under the Securities of any series, the Guarantee and this Indenture with respect to Securities of such series if:DEFEASANCE. (a) Subject to SECTION 8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Securities of such series previously authenticated and delivered (other than destroyed, lost or wrongfully taken Securities of such series that have been replaced or paid or Securities of such series that are paid pursuant to Section 4.01 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company or the Guarantor, as provided in Section 9.05SECTION 2.10) have been delivered to the Trustee for cancellation or (y) all outstanding Securities not theretofore delivered for cancellation have become due and the Company (payable, whether at maturity or the Guarantor pursuant to the Guarantee) has paid all sums upon redemption or will become due and payable by it hereunder; or (i) the Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving the of notice of redemption, (ii) redemption pursuant to ARTICLE V hereof and the Company or the any Guarantor irrevocably deposits in trust or causes to be deposited with the Trustee, Trustee as trust funds in trust solely for the benefit of the Holders of such Securities for that purposemoney in U.S. dollars, money or non-callable U.S. Government Obligations Obligations, or a combination thereof sufficient (unless such funds consist solely of moneythereof, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), such amounts as will be sufficient without consideration of any reinvestment, reinvestment of interest to pay and discharge the Principal entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of and interest on the Securities of such series to maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (iii) the Company or any Guarantor has paid or caused to be paid all sums payable under this Indenture and the Securities; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and to pay all other sums payable by it hereunder, and (iii) discharge of this Indenture on demand of the Company delivers to the Trustee (accompanied by an Officer's Officers' Certificate and an Opinion of Counsel, in each case Counsel stating that all conditions precedent provided for specified herein relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. With respect ) and at the cost and expense of the Company. (b) Subject to SECTIONS 8.1(c) and 8.2, the foregoing clause Company at any time may terminate (ai) all its obligations under the Securities and this Indenture ("LEGAL DEFEASANCE OPTION"), only the Company's and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under SECTIONS 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.17 and 4.1(3) and the Guarantor's obligations under Section 8.07 Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under SECTIONS 6.1(3), 6.1(4) and 6.1(5) and the operation of SECTIONS 6.1(6), 6.1(7) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), 6.1(8) and 6.1(9), and the events specified in such Sections shall no longer constitute an Event of Default 101 (clause (ii) being referred to as the "COVENANT DEFEASANCE OPTION"), but except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its covenant defeasance option, the Company may elect to have any Notes Guarantees in effect at such series time terminate. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default, and the Notes Guarantees in effect at such time shall surviveterminate. With If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in SECTIONS 6.1(3), 6.1(4) (as such Section relates to SECTIONS 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.17), 6.1(5), 6.1(6), 6.1(7) (but only with respect to the foregoing clause (ba Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), only 6.1(8) or 6.1(9) or because of the obligations failure of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect to comply with SECTION 4.1(3). Upon satisfaction of the Securities of such series conditions set forth herein and the Guarantee thereof shall survive until such Securities of such series are no longer outstanding. Thereafter, only the obligations upon request of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Securities of such series and the Guarantee thereof shall survive. After any such irrevocable depositCompany, the Trustee upon written request shall acknowledge in writing the discharge of the those obligations of that the Company terminates. (c) Notwithstanding the provisions of SECTIONS 8.1(a) and (b), the Guarantor under Company's obligations in SECTIONS 2.2, 2.3, 2.4, 2.5, 2.6, 2.10, 2.11, 2.12, 3.1, 3.14, 3.15, 3.16, 3.18, 3.19, 3.20, 6.7, 7.7, 7.8 and in this ARTICLE VIII shall survive until the Securities of such serieshave been paid in full. Thereafter, the Guarantee thereof Company's obligations in SECTIONS 7.7, 8.4 and this Indenture with respect to the Securities of such series except for those surviving obligations specified above8.5 shall survive.

Discharge of Indenture Defeasance. Section 9.01. Discharge; Defeasance within One Year of Payment. Except as otherwise provided in this Section 9.01, the Company or the Guarantor may terminate the obligations of the Company and the Guarantor under the Securities of any series, the Guarantee and this Indenture with respect to Securities of such series if: (a) When (i) the Company shall deliver to the Trustee for cancellation all Securities of such series previously Notes theretofore authenticated and delivered (other than any Notes which have been destroyed, lost or wrongfully taken Securities stolen and in lieu of such series that or in substitution for which other Notes shall have been replaced authenticated and delivered) and not theretofore canceled, or paid (ii) all the Notes not theretofore canceled or Securities of such series that are paid pursuant to Section 4.01 or Securities of such series for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company or the Guarantor, as provided in Section 9.05) have been delivered to the Trustee for cancellation shall have become due and the Company (payable, or the Guarantor pursuant are by their terms to the Guarantee) has paid all sums become due and payable by it hereunder; or (i) the Securities of such series mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving the of notice of redemption, and the Company shall irrevocably deposit with the Trustee, in trust, funds or U.S. Government Obligations sufficient to pay at maturity or upon redemption of all of the Notes (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due to such date of maturity or redemption date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (A) remaining rights of registration of transfer, substitution and -71- exchange and conversion of Notes, (B) rights hereunder of Noteholders to receive payments of principal of and premium, if any, and interest on, the Notes and the other rights, duties and obligations of Noteholders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (C) the rights, obligations and immunities of the Trustee hereunder), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 17.5 hereof and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture; the Company, however, hereby agreeing to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes. (b) Subject to Section 13.1(c) hereof, the Company at any time may terminate (i) all of its obligations under the Notes, this Indenture and the Security Documents ("Legal Defeasance Option") or (ii) its and the Subsidiary Guarantors' obligations under the Security Documents (including any Lien created thereby) and Sections 5.7, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15, 5.16, 5.17, 5.18, 5.19, 5.20, 5.22, 5.23, 6.4, 12.1(a)(iv) and 16.1 hereof and the operation of Sections 7.1(d), 7.1(e), 7.1(f), 7.1(g), 7.1(h), 7.1(i) (with respect only to Restricted Subsidiaries of the Company), 7.1(j) (with respect only to Restricted Subsidiaries of the Company), 7.1(k)(8), 7.1(l) and 7.1(m) ("Covenant Defeasance Option") hereof. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its Legal Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default. If the Company exercises its Covenant Defeasance Option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 7.1(d), 7.1(e), 7.1(f), 7.1(g), 7.1(h), 7.1(i) (with respect only to Restricted Subsidiaries of the Company), 7.1(j) (with respect only to Restricted Subsidiaries of the Company), 7.1(k)(8), 7.1(l) and 7.1(m) hereof. Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 8.6 hereof and in this Article 13 shall survive until the Notes have been paid in full. Thereafter, the Company's obligations in Sections 8.6, 13.3, 13.4 and 13.6 hereof shall survive. (d) The Company may exercise its Legal Defeasance Option or its Covenant Defeasance Option only if: (1) the Guarantor Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders of such Securities for that purposeHolders, money or Cash in U.S. Dollars, U.S. Government Obligations Obligations, or a combination thereof sufficient (unless thereof, in such funds consist solely of moneyamounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestmentaccountants, to pay the Principal of principal of, premium, -72- if any, and interest on the Securities outstanding Notes on the stated maturity of such series to maturity principal or installment of interest or upon redemption, as the case may be, and to pay all other sums payable by it hereunder, and ; (iii2) the Company delivers shall have delivered to the Trustee an Officer's Opinion of Counsel stating that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and shall be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred, which such opinion, in the case of legal defeasance, shall also state that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to such effect or (B) since the Effective Date there has been a change in the applicable Federal income tax laws or regulations to such effect or (C) there exists controlling precedent to such effect; (3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the incurrence of Indebtedness all or a portion of which will be used to fund such deposit and the granting of any Lien to secure such Indebtedness); (4) such defeasance shall not result in a breach or violation of or constitute a default under any other material agreement or instrument (other than this Indenture) to which the Company is a party or by which it is bound; (5) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to such defeasance have been satisfied; and (6) the Company shall have delivered to the satisfaction and discharge Trustee an Opinion of this Indenture with respect Counsel to the Securities of such series have been complied with. With respect to effect that after the foregoing clause (a), only 91st day following the Company's and the Guarantor's obligations under Section 8.07 in respect of the Securities of such series shall survive. With respect to the foregoing clause (b), only the obligations of the Company and the Guarantor in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as applicable, in respect of the Securities of such series and the Guarantee thereof shall survive until such Securities of such series are no longer outstanding. Thereafter, only the obligations of the Company and the Guarantor in Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Securities of such series and the Guarantee thereof shall survive. After any such irrevocable deposit, the Trustee upon written request shall acknowledge in writing trust funds will not be subject to the discharge effect of the obligations of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. Before or after a deposit, the Company and the Guarantor under the Securities of such series, the Guarantee thereof and this Indenture with respect may make arrangements satisfactory to the Securities Trustee for the redemption of such series except for those surviving obligations specified aboveNotes at a future date in accordance with Article 3 hereof.