Common use of Discharge of Liability on Bonds Clause in Contracts

Discharge of Liability on Bonds. (a) When (i) the Company delivers to the Trustee all Outstanding Bonds (other than Bonds replaced pursuant to Section 2.8) for cancellation or (ii) all Outstanding Bonds have become due and payable and the Company deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Bonds and interest thereon (other than Bonds replaced pursuant to Section 2.8), and if in any such case the Transaction Parties pay all other sums payable hereunder by the Transaction Parties then this Indenture, and the obligations of the Transaction Parties pursuant hereto, shall, subject to Sections 8.1(c) and 8.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c), 8.2 and 8.6, any Transaction Party at any time may terminate (i) all its obligations under this Indenture and the Bonds (“legal defeasance option”) or (ii) its obligations under Sections 4.7, 4.9, 4.10, 4.10, 4.12 and 5.3 and the operation of Sections 6.1(a)(iii), 6.1(a)(iv), 6.1(a)(v) and 6.1(a)(vi) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. (c) If the legal defeasance option is exercised, payment of the Bonds may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Bonds may not be accelerated because of an Event of Default specified in Section 6.1(a)(iii), 6.1(a)(iv), 6.1(a)(v) or 6.1(a)(vi). (d) Upon satisfaction of the conditions set forth in this Section 8.1 and upon request of the Company, the Trustee shall acknowledge in writing the discharge of the obligations of the Transaction Parties hereunder except those specified in Section 8.1(e). (e) Notwithstanding Section 8.1(b), the Transaction Parties’ obligations pursuant to Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 4.8, 7.6, 7.7, 8.4, 8.5 and 8.6 shall survive until the Bonds have been paid in full. Thereafter, the obligations of the Transaction Parties pursuant to Sections 7.6, 7.7, 8.4 and 8.5 shall survive.

Discharge of Liability on Bonds. (a) When (i) the Company delivers to the Trustee all Outstanding Bonds (other than Bonds replaced pursuant to Section 2.8) for cancellation or (ii) all Outstanding Bonds have become due and payable and the Company deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding Bonds and interest thereon (other than Bonds replaced pursuant to Section 2.8), and if in any such case the Transaction Parties Company and the Guarantors pay all other sums payable hereunder by the Transaction Parties Company and the Guarantors, then this Indenture, and the obligations of the Transaction Parties Company and the Guarantors pursuant hereto, shall, subject to Sections 8.1(c) and 8.6, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. (b) Subject to Sections 8.1(c), 8.2 and 8.6, the Company or any Transaction Party of the Guarantors at any time may terminate (i) all its obligations under this Indenture and the Bonds (“legal defeasance option”) or (ii) its obligations under Sections 4.74.6, 4.8, 4.9, 4.10, 4.104.11, 4.12 5.1(iii) and 5.3 5.4 and the operation of Sections 6.1(a)(iii6.1(1), 6.1(a)(iv6.1(2), 6.1(a)(v6.1(3), 6.1(4), 6.1(5) and 6.1(a)(vi6.1(6) (“covenant defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant defeasance option. (c) . If the legal defeasance option is exercised, payment of the Bonds may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option is exercised, payment of the Bonds may not be accelerated because of an Event of Default specified in Section 6.1(a)(iii6.1(1), 6.1(a)(iv6.1(2), 6.1(a)(v6.1(3), 6.1(4), 6.1(5) or 6.1(a)(vi6.1(6). (d) . Upon satisfaction of the conditions set forth in this Section 8.1 herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of the obligations of the Transaction Parties Company and the Guarantors hereunder except those specified in Section 8.1(e8.1(c). (ec) Notwithstanding Section Sections 8.1(b), the Transaction PartiesCompany’s and the Guarantors’ obligations pursuant to Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 4.84.7, 7.6, 7.7, 8.4, 8.5 and 8.6 shall survive until the Bonds have been paid in full. Thereafter, the obligations of the Transaction Parties Company and the Guarantors pursuant to Sections 7.6, 7.7, 8.4 and 8.5 shall survive.