Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (ii) all outstanding Securities have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7 hereof), and if in either case AK Steel pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steel. (b) Subject to subsection (c) of this Section 8.1 and Sections 8.2 and 8.6 hereof, AK Steel at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates. (c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 2 contracts
Sources: Indenture (Ak Steel Holding Corp), Indenture (Ak Steel Holding Corp)
Discharge of Liability on Securities; Defeasance. (a) When This Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to Section 8.01(c), cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (2) will become due and payable within one year at the Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to 60 days as the Trustee for result of the giving of any irrevocable and unconditional notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel (y) the Company pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effectthe Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture (subject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and the operation of subsections (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlyGuarantors) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (insofar as it relates but, in the case of Sections 6.01(6) and 6.01(7), with respect only to compliance Significant Subsidiaries and Guarantors). If the Company exercises its legal defeasance option or its covenant defeasance option, (i) each Guarantor, if any, shall be released from all its obligations with Sections 4.3 respect to its Note Guarantee and 4.5 through 4.13 only(ii) or the REIT shall be released from all its obligations with respect to its Limited Guarantee, in each case except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c); and (diii) of Section 6.1 hereofall Collateral shall be released from the Liens securing the Notes Obligations. Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released as to the Notes Obligations.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 2 contracts
Sources: Indenture (CBL & Associates Limited Partnership), Indenture (CBL & Associates Limited Partnership)
Discharge of Liability on Securities; Defeasance. (a) When either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or are by their terms to (2) will become due and payable at their Stated Maturity within one year year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Company, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds money or U.S. Government Obligations sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in the case of either case AK Steel clause (i) or (ii) the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. The Upon satisfaction of the conditions set forth in this Section 8.01, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.13 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7) (but only with respect to Sections 4.3 Significant Subsidiaries), 6.01(8) (but only with respect to Significant Subsidiaries), 6.01(9), 6.01(10) and 4.5 through 4.13 only6.01(11) and its obligations under Section 5.01(iii) and (div) of and under Section 6.1 hereof 5.02(iii) and ("iv) (“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.01(4), 6.01(6), 6.01(7) (insofar as it relates but only with respect to compliance Significant Subsidiaries), 6.01(8) (but only with Sections 4.3 and 4.5 through 4.13 onlyrespect to Significant Subsidiaries), 6.01(9), 6.01(10) or 6.01(11) or because of the failure of the Company to comply with Section 5.01(iii) or (div) or with Section 5.02(iii) or (iv). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 6.1 8.01(c) hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections Sections 8.01 (a) and (b) of this Section 8.1), AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.07, 2.77.07, 7.7, 7.8, 8.4, 8.5 7.08 and 8.6 hereof this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 2 contracts
Sources: Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc)
Discharge of Liability on Securities; Defeasance. (a) When Unless otherwise provided for in a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate, when (i1) AK Steel the Company delivers to the Trustee all outstanding Securities of a Series (other than Securities replaced pursuant to Section 2.7 hereof2.08) for cancellation or (ii2) all outstanding Securities of a Series have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemptionredemption pursuant to Article 3 hereof and, and AK Steel in the case of clause (2), the Company irrevocably deposits with the Trustee funds or U.S. Government Obligations sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding SecuritiesSecurities of such Series, including interest premium, if any, and interest, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.08), and if in either case AK Steel the Company pays all other sums payable hereunder under this Indenture by AK Steelthe Company, then this Indenture with respect to such Series shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effecteffect with respect to such Series of Securities. The Upon satisfaction of the above conditions, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand with respect to such Series of AK Steel accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK SteelSecurities.
(b) Subject Unless otherwise provided for a particular Series of Securities by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate, subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities of a Series and this Indenture with respect to such Series of Securities ("“legal defeasance option"”) or (ii2) with respect to a Series of Securities, its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof Section 4.02 and the operation of subsections (eSections 6.01(5) and 6.01(6) (but, in the case of Sections 6.01(5) and 6.01(6), with respect only to Sections 4.3 and 4.5 through 4.13 onlySignificant Subsidiaries) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance optionoption with respect to a Series, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities such Series may not be accelerated because of an Event of Default by AK Steel with respect to such Series. If the Company exercises its covenant defeasance option with respect to any Series of Securities, payment of the Securities of such Series may not be accelerated because of an Event of Default with respect to such Series specified in subsection (eSection 6.01(4) (insofar as it relates with respect only to compliance with the Company’s obligations under Section 4.02) and Sections 4.3 6.01(5) and 4.5 through 4.13 only6.01(6) or (d) in the case of Section 6.1 hereof6.01(5) and 6.01(6), with respect only to Significant Subsidiaries). In the event that the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guarantee. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company accompanied by an Officers’ Certificate and an Opinion of Counsel complying with Section 11.04, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 7.72.09, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive with respect to any Series of Securities until the Securities of such Series have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 2 contracts
Sources: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Export Inc.)
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or cancellation, (ii2) all outstanding Securities have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (3) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to as the Trustee for result of the giving of a notice of redemptionredemption and, and AK Steel in the case of clause (2) or (3), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligation or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture and other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of subsections (eSections 6.01(4), 6.01(5) (but only with respect to the Company’s reporting obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) of and the limitations contained in Section 6.1 hereof 5.01(a)(3) ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(5) (insofar as it relates but only with respect to compliance the Company’s reporting obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with Sections 4.3 respect only to Significant Subsidiaries and 4.5 through 4.13 onlySubsidiary Guarantors) or (dbecause of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee, except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 2 contracts
Sources: Indenture (Petroquest Energy Inc), Indenture (PetroQuest Energy, L.L.C.)
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities of a Series (other than Securities replaced pursuant to Section 2.7 hereof2.08) for cancellation or (ii2) all outstanding Securities of a Series have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding SecuritiesSecurities of that Series, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.08), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, as it relates to that Series, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities of any Series and this Indenture with respect to such Series ("legal defeasance option") or (ii2) its obligations with respect to any Series of Securities under Sections 4.3, 4.5 through 4.14, 4.17 hereof the covenants contained in the supplemental indenture establishing the terms of such Series and the operation of subsections (eSections 6.01(4) (and the limitations contained in Sections 5.01(b) with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof such Series ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option with respect to any Series of Securities notwithstanding its prior exercise of its covenant defeasance optionoption with respect to that Series. If AK Steel the Company exercises its legal defeasance optionoption with respect to any Series of Securities, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities such Series may not be accelerated because of an Event of Default by AK Steel with respect thereto. If the Company exercises its covenant defeasance option with respect to any Series of Securities, payment of the Securities of such Series may not be accelerated because of an Event of Default specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only6.01(4) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option with respect to any Series of Securities, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty with respect to that Series. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates, subject to Section 8.06.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 7.72.09, 7.87.07 and 7.08 and in this Article 8, 8.4, 8.5 and 8.6 hereof with respect to each Series of Securities shall survive until all the Securities of that Series have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Coors Adolph Co)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article III hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.7 hereof), including interest thereon to maturity or such redemption date, and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (cSection 8.1(c) of this Section 8.1 and Section 8.6 hereof, be discharged and shall cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.1(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantee and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.34.3 through 4.11, 4.5 through 4.14, 4.17 hereof 5.1(a)(3) and the operation of subsections (eSections 6.1(4), 6.1(5), 6.1(6), 6.1(7) 6.1(8) (but only with respect to Sections 4.3 and 4.5 through 4.13 onlya Significant Subsidiary) and (d6.1(9) of Section 6.1 hereof ("“covenant defeasance option"”); provided, however, no deposit under this Article VIII shall be effective to terminate the obligations of the Company under the Securities or this Indenture prior to 123 days following any such deposit. AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.1(4), 6.1(5), 6.1(6), 6.1(7) (insofar as it relates but only with respect to compliance with Sections 4.3 and 4.5 through 4.13 onlya Significant Subsidiary), 6.1(8) or (d6.1(9) hereof or because of the failure of the Company to comply with Section 6.1 5.1(a)(3) hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (athe provisions of Sections 8.1(a) and (b) of this Section 8.1hereof, AK Steel's the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Doane Pet Care Co)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.7 hereof2.08) have been cancelled or delivered to the Trustee for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel the Company irrevocably deposits with the Trustee funds sufficient in an amount sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Securities when due at maturity or redemption, as the case may be, all outstanding upon redemption of such Securities, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.7 hereof), 2.08) and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof Section 4.04 and the operation of subsections (eSections 6.01(c), 6.01(d), 6.01(e), and 6.01(f) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option, the obligations under the Guarantees shall each be terminated simultaneously with the termination of such obligations. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 onlySection 6.01(c); 6.01(d), 6.01(e) or (d) of Section 6.1 hereof6.01(f). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 7.72.09, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.05 and 8.5 hereof 8.06 shall survive.
Appears in 1 contract
Sources: Indenture (SOUTHERN DEVELOPMENT Co)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Issuer delivers to the Trustee all outstanding Securities of a Series (other than Securities replaced pursuant to Section 2.7 hereof2.8) for cancellation or (ii) all outstanding Securities of a Series have become due and payable, whether at maturity or are by their terms as a result of the mailing of a notice of redemption pursuant to Article III or the Securities of a Series will become due and payable at their Stated Maturity within one year 91 days, or the Securities of a Series are to be called for redemption within one year 91 days under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Issuer, and, in each case of this clause (ii), the Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding SecuritiesSecurities of that Series, including interest thereon thereon, if any, to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.8), and if in either case AK Steel the Issuer pays all other sums payable hereunder by AK Steelthe Issuer, then this Indenture (including the obligations of any Board Resolution, supplemental indenture hereto or Officer's Certificate) shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.1(c), cease to be of further effecteffect with respect to such Series of Securities. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to such Series of Securities (including the obligations of any Board Resolution, supplemental indenture hereto or Officer's Certificate relating to such Series) on demand of AK Steel the Issuer accompanied by an Officers' Officer's Certificate and an Opinion of Counsel from the Issuer that all conditions precedent provided for herein relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of AK Steelthe Issuer.
(b) Subject to subsection (cSections 8.1(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.2, AK Steel the Issuer at any time may terminate (i) all of its obligations under the Securities of a Series and under this Indenture with respect to such Series (including the obligations of any Board Resolution, supplemental indenture hereto or Officer's Certificate relating to such Series) ("legal defeasance option") or (ii) its obligations under Sections 4.34.4, 4.5 through 4.14, 4.17 hereof 4.6 and 4.7 and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"6.1(4). AK Steel may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option6.1(5), payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel6.1(6), the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.16.1(7), AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.6.1
Appears in 1 contract
Sources: Indenture (Youbet Com Inc)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities of any series (other than Securities replaced pursuant to Section 2.7 hereof2.9) for cancellation or (ii) all outstanding Securities of any series have become due and payable, payable and the Company or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel irrevocably any Guarantor deposits with the Trustee funds in trust cash sufficient to pay at maturity or redemption, as the case may be, all amounts due and owing on all outstanding Securities, including interest thereon Securities of such series (other than Securities replaced pursuant to Section 2.7 hereof2.9), and if in either case AK Steel the Company or any Guarantor pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof7.7, cease to be of further effecteffect with respect to such series of Securities and any Guarantor shall be released from all of its obligations under the Guarantee with respect to such series of Securities. The Trustee shall acknowledge join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture with respect to such series of Securities on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (c) of this Section 8.1 Sections 8.1(c), 8.3 and Sections 8.2 and 8.6 hereof8.6, AK Steel the Company at any time may terminate terminate, (i) all its obligations under the Securities of any series and this Indenture with respect to such Securities ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to such Securities under Sections 4.3 4.9 and 4.5 through 4.13 only) 4.10 and (d) the related operation of Section 6.1 hereof 6.1(c) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance optionoption with respect to a series of Securities, payment of the such Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance optionoption with respect to a series of Securities, payment of the such Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.1(c) (insofar as it relates except to compliance with the extent covenants or agreements referenced in such Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereofremain applicable). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.10, 2.9, 2.5, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof 8.6, with respect to Securities to be defeased, shall survive until the such Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.7, 8.4 and 8.5 hereof 8.5, with respect to the defeased Securities and all other series of Notes, shall survive.
Appears in 1 contract
Sources: Indenture (Gtech Holdings Corp)
Discharge of Liability on Securities; Defeasance. (a) When This Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to Section 8.01(c), cease to be of further effect and all Collateral shall be released from the Liens SECURING THE NOTES OBLIGATIons as to all outstanding Securities when both (x) either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (2) will become due and payable within one year at the Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to 60 days as the Trustee for result of the giving of any irrevocable and unconditional notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel (y) the Company pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effectthe Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture (subject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and the operation of subsections (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlyGuarantors) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (insofar as it relates but, in the case of Sections 6.01(6) and 6.01(7), with respect only to compliance Significant Subsidiaries and Guarantors). If the Company exercises its legal defeasance option or its covenant defeasance option, (i) each Guarantor, if any, shall be released from all its obligations with Sections 4.3 respect to its Note Guarantee and 4.5 through 4.13 only(ii) or the REIT shall be released from all its obligations with respect to its Limited Guarantee, in each case except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c); and (diii) of Section 6.1 hereofall Collateral shall be released from the Liens securing the Notes Obligations. Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released as to the Notes Obligations.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel Bucyrus delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms as a result of the mailing of a notice of redemption pursuant to Article 3 hereofor the Securities will become due and payable at their Maturity within one year 91 days, or the securities are to be called for redemption within one year 91 days under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Company, and Bucyrus irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7 hereof)thereon, and if in either case AK Steel Bucyrus pays all other sums payable hereunder by AK SteelBucyrus, then this the Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel Bucyrus accompanied by an Officers' Certificate and an Opinion of Counsel that all conditions precedent provided for herein relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of AK SteelBucyrus.
(b) Subject to subsection (cSections 8.1(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.2, AK Steel Bucyrus at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.4 through 4.16, 4.5 through 4.14, 4.17 hereof inclusive and the operation of subsections (eSections 6.1(iii), 6.1(iv), 6.1(v), 6.1(vi) (but only with respect to Sections 4.3 and 4.5 through 4.13 onlySignificant Restricted Subsidiaries) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.6.1
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or are by their terms to (2) will become due and payable at their Stated Maturity within one year year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Company, and the Company irrevocably deposits with the Trustee funds money or U.S. Government Obligations sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in the case of either case AK Steel clause (i) or (ii) the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.13 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7) (but only with respect to Sections 4.3 Significant Subsidiaries), 6.01(8) (but only with respect to Significant Subsidiaries), 6.01(9), 6.01(10) and 4.5 through 4.13 only6.01(11) and its obligations under Section 5.01(iii) and (div) of and under Section 6.1 hereof 5.02(iii) and ("iv) (“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.01(4), 6.01(6), 6.01(7) (insofar as it relates but only with respect to compliance Significant Subsidiaries), 6.01(8) (but only with Sections 4.3 and 4.5 through 4.13 onlyrespect to Significant Subsidiaries), 6.01(9), 6.01(10) or 6.01(11) or because of the failure of the Company to comply with Section 5.01(iii) or (div) or with Section 5.02(iii) or (iv). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 6.1 8.01(c) hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections Sections 8.01 (a) and (b) of this Section 8.1), AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.07, 2.77.07, 7.7, 7.8, 8.4, 8.5 7.08 and 8.6 hereof this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Denbury Resources Inc)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Corporation delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.08) for cancellation or (ii) all 634606.8 57 outstanding Securities have become due and payable, or are by their terms to become due payable and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel Corporation irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, Securities including interest thereon if any (other than Securities replaced pursuant to Section 2.7 hereof2.08), and if in either case AK Steel the Corporation pays all other sums payable hereunder by AK Steelthe Corporation, then this Indenture shall, subject to subsection (cSections 8.01(c) of this Section 8.1 and Section 8.6 hereof8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Corporation accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Corporation.
(b) Subject to subsection (c) of this Section 8.1 Sections 8.01(c), 8.02 and Sections 8.2 and 8.6 hereof8.06, AK Steel the Corporation at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 4.02 through 4.14, 4.17 hereof 4.12 and Section 5.01(a)(iii) and the operation of subsections (eSections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (with and 6.01(7)(with respect to Sections 4.3 and 4.5 through 4.13 onlySignificant Subsidiaries) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel The Corporation may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Corporation exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Corporation exercises its covenant defeasance option, payment of the Securities Securities, may not be accelerated because of an Event of Default by AK Steel specified in subsection Sections 6.01(3), (e4), (5), (6) and (7) (insofar as it relates with respect to compliance with Sections 4.3 and 4.5 through 4.13 onlySignificant Subsidiaries) or (d) because of the failure of the Corporation to comply with Section 6.1 hereof5.01(a)(iii). Before or after a deposit, the Corporation may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Corporation, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Corporation terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Corporation's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.08, 2.72.09, 7.77.07, 7.87.08, 8.48.04, 8.5 8.05 and 8.6 hereof 8.06 shall survive until the Securities have been paid in full. Thereafter, AK SteelThereafter the Corporation's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Ampex Corp /De/)
Discharge of Liability on Securities; Defeasance. (a) When The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (i1) AK Steel delivers all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and 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 this trust) have been delivered to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (ii2) (i) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable, payable by reason of the mailing of a notice of redemption or are by their terms to otherwise or will become due and payable within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year under arrangements satisfactory deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the giving of notice of redemptionCompany has paid all sums payable by it under this Indenture, and AK Steel irrevocably deposits with (iii) the Company has delivered irrevocable instructions to the Trustee funds sufficient to pay apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, all outstanding Securitiesand (iv) the Trustee, including for the benefit of the Holders, has a valid, perfected, exclusive security interest thereon (other than Securities replaced pursuant to Section 2.7 hereof)in this trust. In addition, and if in either case AK Steel pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel accompanied by the Company must deliver an Officers' ’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and at discharge have been complied with. After such delivery, the cost Trustee shall acknowledge in writing the discharge of the Company’s and expense of AK Steelthe Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.17 hereof 4.15 and 5.01(a)(3) and the operation of subsections (eSections 6.01(3) (with respect only as to Section 5.01(a)(3)), (4), (5), (6), (7), (8) (provided that operation of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8) shall only be terminated after a period of 91 days following the deposit referred to in Section 8.02(1)) of Section 6.1 hereof and ("9) (“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only6.01(6) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(3). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (aSection 8.01(a) and (b) of this Section 8.1), AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (William Lyon Homes)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities of any series (other than Securities replaced pursuant to Section 2.7 hereof2.11) for cancellation cancelation or (ii) all outstanding Securities of any series have become due and payable, or are by their terms to become due payable and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding SecuritiesSecurities of such series, including interest interest, if any, thereon (other than Securities replaced pursuant to Section 2.7 hereof2.11), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company with respect to Securities of such series, then this Indenture with respect to Securities of such series shall, subject to subsection (cSections 8.01(c) of this Section 8.1 and Section 8.6 hereof8.06, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to Securities of such series on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK SteelCertificate.
(b) Subject to subsection (c) of this Section 8.1 Sections 8.01(c), 8.02 and Sections 8.2 and 8.6 hereof8.06, AK Steel the Company at any time may terminate with respect to Securities of any series (i) all its obligations under the Securities of such series and under this Indenture with respect to Securities of such series ("legal defeasance option") or (ii) its ----------------------- obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to Securities of such series under Sections 4.3 4.03 and 4.5 through 4.13 only) 4.04 and (d) the related operation of Section 6.1 hereof 6.01(4) (to the extent it relates to Section 4.03 or 4.04) ("covenant defeasance option"). AK Steel The Company may exercise -------------------------- its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance optionoption with respect to Securities of any series, payment of the Securities of such series may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance optionoption with respect to Securities of any series, payment of the Securities of such series may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.01(4) (insofar as to the extent it relates to compliance Section 4.03 or 4.04) with Sections 4.3 and 4.5 through 4.13 only) or (d) respect to Securities of Section 6.1 hereofsuch series. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections compliance with clauses (a) and (b) of this Section 8.1above (to the extent clause (b) relates to the legal defeasance option), AK Steelthe Company's obligations with respect to Securities of any series in Sections 2.32.07, 2.42.08, 2.52.09, 2.62.10, 2.72.11, 7.72.18, 7.87.07, 8.47.08, 8.5 8.04, 8.05 and 8.6 hereof 8.06 shall survive until the Securities of such series have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Cytec Industries Inc/De/)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.7 hereof2.07) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel the Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of, premium (if any) and interest and liquidated damages, if any, on the outstanding Securities when due at maturity or redemption, as the case may be, all outstanding Securitiesupon redemption of, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.7 hereof)2.07) and liquidated damages, if any, and if in either the case AK Steel of both clause (i) and (ii) the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.11 and 4.12 and the operation of subsections (eSection 5.01(a)(iii), 6.01(d), 6.01(f), 6.01(g) (with respect to Sections 4.3 and 4.5 through 4.13 Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only) 6.01(i) and (d6.01(j) of Section 6.1 hereof ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Company terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations under the Note Guarantees shall each be terminated simultaneously with the termination of such obligations. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.01(d), 6.01(f), 6.01(g) (insofar as it relates with respect to compliance Significant Subsidiaries only), 6.01(h) (with Sections 4.3 and 4.5 through 4.13 respect to Significant Subsidiaries only), 6.01(i) or (d6.01(j) or because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(iii). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.87.07, 8.4, 8.5 7.08 and 8.6 hereof in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04, 8.05 and 8.5 hereof 8.06 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms as a result of the mailing of a notice of redemption pursuant to become due and payable within one year Article 3 hereof, and, in each case of this clause (ii), the Company irrevocably deposits or are causes to be called for redemption within one year under arrangements satisfactory deposited with the Trustee United States dollars or U.S. Government Obligations sufficient to pay and discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellation, for the giving of notice of redemptionprincipal of, premium, if any, and AK Steel irrevocably deposits with interest to the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon date of deposit (other than Securities replaced pursuant to Section 2.7 hereof2.7), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate from the Company that all conditions precedent provided for herein relating to satisfaction and an Opinion discharge of Counsel this Indenture have been complied with and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.1(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.2, AK Steel the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof Article 4 and the operation of subsections (eSections 6.1(iii), 6.1(iv), 6.1(v), 6.1(vi) and 6.1(vii) (but only with respect to Sections 4.3 and 4.5 through 4.13 onlya Significant Subsidiary), 6.1(viii) and (d5.1(iii) of Section 6.1 hereof and 5.1(iv) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (MSX International Business Services Inc)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.7) for cancellation or (ii) all outstanding Securities have become due and payable, or are by their terms to become due and payable within one year or are to be called for whether at maturity, on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving sending of a notice of redemptionredemption pursuant to Article III hereof, and AK Steel or on a repurchase date pursuant to Section 4.3 or 4.5, or upon conversion of all Securities pursuant to Article V hereof, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption or repurchase all outstanding Securities, including or, in order to satisfy the Company’s conversion obligations pursuant to Article V hereof, a combination of funds and Common Shares sufficient to pay all outstanding Securities and satisfy all outstanding conversion obligations pursuant to Article V hereof, including, in each case, interest thereon to maturity, such redemption date, repurchase date or such Conversion Date (other than Securities replaced pursuant to Section 2.7 hereof2.7), and if in either any case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 8.1(c), be satisfied and Section 8.6 hereof, discharged and shall cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 2.3, 2.6, 2.7, 8.1(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.2, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.2, 4.3, 4.5 through 4.144.4, 4.17 hereof 4.5, 4.6, 4.7 and 4.8 and the operation of subsections (eSections Section 6.1(b), 6.1(c) and 6.1(d) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.1(b), 6.1(c) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof6.1(d). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 7.7 and 8.6 hereof 7.8 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.08) for cancellation or (ii2) all outstanding Securities have become due and payable, or are by their terms to become due payable and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding principal and other amounts, if any, payable on the Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.7 hereof2.08), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject When all outstanding Securities will become due and payable at their scheduled maturity within one year and the Company irrevocably deposits with the Trustee funds sufficient to subsection pay all outstanding principal and other amounts, if any, payable on the Securities, including interest thereon to maturity (c) of this other than Securities replaced pursuant to Section 8.1 2.08), and Sections 8.2 and 8.6 hereofif the Company pays all other sums payable hereunder by the Company, AK Steel at any time may terminate (i) all its obligations under the Securities and then this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3shall, 4.5 through 4.14subject to Section 8.01(c), 4.17 hereof and the operation cease to be of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereoffurther effect. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates, subject to Section 8.06.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Molson Coors Brewing Co)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article Three and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Section 5.01(c), Article Ten and Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10(a), and the operation of subsections Sections 6.01 (ec) through (g) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection Sections 6.01(d) (with respect to the covenants of Article Four identified in the immediately preceding paragraph and the provisions of 5.01(c)), 6.01(c), (e) ), (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 onlyf) or (d) of Section 6.1 hereofg). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.09, 7.74.11, 7.87.07, 8.47.08, 8.5 8.05 and 8.6 hereof 8.06 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.7, 8.4 7.07 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Amc Entertainment Inc)
Discharge of Liability on Securities; Defeasance. (a) When Subject to Section 8.1(c), when (i) AK Steel delivers to the Trustee either (x) all outstanding Securities of a series that have been authenticated (other than Securities of such series replaced or paid pursuant to Section 2.7 hereof) 2.10 and such Securities for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust), have been delivered to the Trustee for cancellation or (iiy) all outstanding Securities of a series not theretofore delivered to the Trustee for cancellation have become due and payablepayable by reason of the making of a notice of redemption or otherwise, or are by their terms to will become due and payable within one year or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposits deposited or caused to be irrevocably deposited with the Trustee Trustee, as trust funds sufficient in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of an accounting, appraisal or investment banking firm of national standing, without consideration of any reinvestment of interest, to pay at and discharge the entire Indebtedness on the Securities of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of final maturity or redemptionredemption (provided that if such redemption is made as provided in the fifth paragraph of paragraph 5 of the forms of Securities attached hereto as Exhibit A-1 (in the case of the 2022 Notes) and Exhibit A-2 (in the case of the 2025 Notes), (1) the amount of cash in U.S. 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 such deposit and (2) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such date); (ii) in respect of clause (i)(y), 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 either the Issuer or any Guarantor is a party or by which either the 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); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at final maturity or the Redemption Date, as the case may be, all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7 hereof), and if in either case AK Steel pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effect. The the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Issuer (accompanied by an Officers' ’ Certificate and an Opinion of Counsel Counsel, which may be subject to customary assumptions and exclusions, stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of AK Steelthe Issuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1).
(b) Subject to subsection (cSections 8.1(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.2, AK Steel the Issuer at any time may terminate (i) all of its obligations under the Securities of a series and this Indenture ("“legal defeasance option") ”), 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 4.33.2, 4.5 through 4.143.3, 4.17 hereof 3.4, 3.5, 3.6, 3.8, 3.9, 3.10, and 3.11, and clause (a)(3) of Section 4.1, and the operation Issuer may omit to comply with and shall have no liability in respect of subsections (eany term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply with such Sections shall no longer constitute a Default or an Event of Default under Section 6.1(a)(3) (as it relates to Section 4.1(a)(3) only), Section 6.1(a)(4) (to the extent applicable to such other defeased covenants), Section 6.1(a)(6), Section 6.1(a)(7) (only with respect to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlya group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(a)(8) (only with respect to Significant Subsidiaries and a group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(a)(9) and Section 6.1(a)(10) (dother than with respect to the Guarantee of the Parent Guarantor), and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) of Section 6.1 hereof ("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. AK Steel The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Issuer exercises its legal defeasance or its covenant defeasance option, the Guarantees in effect at such time shall terminate. If the Issuer exercises its legal defeasance option, payment of the Securities of such series may not be accelerated because of an Event of Default. If AK Steel the Issuer exercises its covenant defeasance option, payment of the Securities of such series may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.1(a)(3) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 Section 4.1(a)(3) only) or Section 6.1(a)(4) (d) of to the extent applicable to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.9, 3.10 and 3.11),
Section 6.1 hereof(a)(6), Section 6.1(a)(7) (only with respect to Significant Subsidiaries and a group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(a)(8) (only with respect to Significant Subsidiaries and a group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(9) or Section 6.1(10) (other than with respect to the Guarantee of the Parent Guarantor). Upon satisfaction of the conditions set forth herein and upon request and expense of AK Steelthe Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Issuer terminates.
(c) Notwithstanding subsections (athe provisions of Sections 8.1(a) and (b) of this Section 8.1to the extent relating to a satisfaction and discharge or a legal defeasance, AK Steel's the Issuer’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.72.10, 7.72.11, 7.82.12, 8.42.13, 8.5 2.18, 7.7 and 8.6 hereof 7.8 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Issuer’s obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Ultra Petroleum Corp)
Discharge of Liability on Securities; Defeasance. (a) When This Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to Section 8.01(c), cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (2) will become due and payable within one year at the Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to 60 days as the Trustee for result of the giving of any irrevocable and unconditional notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel (y) the Company pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effectthe Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture (subject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and the operation of subsections (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlyGuarantors) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (insofar as it relates but, in the case of Sections 6.01(6) and 6.01(7), with respect only to compliance Significant Subsidiaries and Guarantors). If the Company exercises its legal defeasance option or its covenant defeasance option, (i) each Guarantor, if any, shall be released from all its obligations with Sections 4.3 respect to its Note Guarantee and 4.5 through 4.13 only(ii) or the REIT shall be released from all its obligations with respect to its Limited Guarantee, in each case except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c); and (diii) of Section 6.1 hereofall Collateral shall be released from the Liens securing the Notes Obligations. ▇▇▇▇-▇▇▇▇-▇▇▇▇ Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released as to the Notes Obligations.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.06) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemptionredemption pursuant to Article 3, and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.06), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereofSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.06, 4.17 hereof 4.07, 4.08 and 4.09 and the operation of subsections (eSections 6.01(c) (with respect to the extent relating to such other Sections), 6.01(d), 6.01(e), 6.01(f) and 6.01(g) (but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(e) and (df), with respect only to Significant Subsidiaries) of Section 6.1 hereof and its obligations under Sections 5.01(b) and 5.01(c) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(c) (insofar as it relates with respect to compliance the provisions of Articles 4 and 5 referred to in the immediately preceding paragraph) and Sections 6.01(d), 6.01(e), 6.01(f) and 6.01(g) (but, in the case of Sections 6.01(e) and (f), with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereofrespect only to Significant Subsidiaries). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (aSections 8.01(a) and (b) of this Section 8.1), AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.77.07, 7.77.08, 7.8, 8.4, 8.5 8.05 and 8.6 hereof 8.06 and Appendix A shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.7, 8.4 7.07 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or are by their terms to (2) will become due and payable at their Stated Maturity within one year year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Company, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds money or U.S. Government Obligations sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in the case of either case AK Steel clause (i) or (ii) the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. The Upon satisfaction of the conditions set forth in this Section 8.01, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and 4.15 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7) (but only with respect to Significant Subsidiaries), 6.01(8) (but only with respect to Significant Subsidiaries), 6.01(9), 6.01(10) and 6.01(11) and its obligations under Sections 4.3 and 4.5 through 4.13 only5.01(iii) and (div) of Section 6.1 hereof and under Sections 5.02(iii) and ("iv) (“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.01(4), 6.01(6), 6.01(7) (insofar as it relates but only with respect to compliance Significant Subsidiaries), 6.01(8) (but only with Sections 4.3 and 4.5 through 4.13 onlyrespect to Significant Subsidiaries), 6.01(9), 6.01(10) or 6.01(11) or because of the failure of the Company to comply with Section 5.01(iii) or (div) or with Section 5.02(iii) or (iv). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 6.1 8.01(c) hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections Sections 8.01 (a) and (b) of this Section 8.1), AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.07, 2.77.07, 7.7, 7.8, 8.4, 8.5 7.08 and 8.6 hereof this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Denbury Resources Inc)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.9) for cancellation or (ii) all outstanding Securities have become due and payable, or are by their terms to become due payable at maturity and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.7 hereof2.9), including interest thereon to maturity, and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof7.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 7.1(c) of this Section 8.1 and Sections 8.2 7.2, the Company at its option and 8.6 hereof, AK Steel at any time may terminate (i) all its the obligations of the Company under the Securities and this Indenture ("legal defeasance option") or (ii) its the obligations of the Company under Sections 4.33.2, 4.5 through 4.14, 4.17 hereof 3.3 and 3.4 and the operation Company may omit to comply with and shall have no liability in respect of subsections (eany term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision 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 shall not constitute a Default or an Event of Default under Section 5.1(3) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"), but except as specified above, the remainder of this Indenture and the Securities shall be unaffected thereby. AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only5.1(3), 5.1(4) or (d) of Section 6.1 hereof5.1(5). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (athe provisions of Sections 7.1(a) and (b) of this Section 8.1), AK Steelthe Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.72.8, 7.82.9, 8.46.7, 8.5 6.8, 7.4, 7.5 and 8.6 hereof 7.6 shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.76.7, 8.4 7.4 and 8.5 hereof 7.5 shall survive.
Appears in 1 contract
Sources: Indenture (CBS Corp)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.9) for cancellation or (ii) all outstanding Securities not theretofore delivered for cancellation have become due and payablepayable whether at maturity or upon redemption pursuant to Article V hereof and the Company or any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, or are by their terms a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to become due pay and payable within one year or are to be called for redemption within one year under arrangements satisfactory discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for the giving of notice of redemptioncancellation for principal, premium, if any, and AK Steel irrevocably deposits with accrued interest to the date of maturity and the Company has delivered irrevocable instructions to the Trustee funds sufficient under this Indenture to pay apply the deposited money toward the payment of such Securities at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7 hereof)maturity, and if in either case AK Steel the Company or any Subsidiary Guarantor pays all other sums payable hereunder under this Indenture, the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreements by AK Steelthe Company or any Subsidiary Guarantor, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture and release of all Liens on the Collateral with respect to the Securities on demand of AK Steel the Company (accompanied by an Officers' ’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.1(c) of this Section 8.1 and Sections 8.2 8.2, the Company at its option and 8.6 hereof, AK Steel at any time may terminate (i) all its the obligations of the Company and any Subsidiary Guarantor under the Securities Securities, this Indenture, the Collateral Documents and this Indenture the Intercreditor Agreements, and cause the release of all Liens on the Collateral granted under the Collateral Documents ("“legal defeasance option"”) or (ii) its the obligations of the Company and any Subsidiary Guarantor under Sections 4.33.2, 4.5 through 4.143.3, 4.17 hereof 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 4.1(a)(iii), 4.1(a)(v) and 4.2(iv) and the operation Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of subsections (eany term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision 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 or provisions shall no longer constitute a Default or an Event of Default under Section 6.1(3) and 6.1(4) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”), but except as specified above, the remainder of this Indenture, the Securities, the Collateral Documents and the Intercreditor Agreements shall be unaffected thereby. AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, the Subsidiary Guarantees in effect at such time shall terminate and the Liens on Collateral shall terminate and shall be released with respect to the Securities. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.1(4), 6.1(6), 6.1(7), 6.1(8) (insofar as it relates but only with respect to compliance a Significant Subsidiary), 6.1(9) (but only with respect to a Significant Subsidiary), 6.1(10), 6.1(11) or 6.1(12) or because of the failure of the Company to comply with Sections 4.3 4.1(a)(iii), 4.1(a)(v) and 4.5 through 4.13 only) or (d) of Section 6.1 hereof4.2(iv). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (athe provisions of Sections 8.1(a) and (b) of this Section 8.1), AK Steel's the Company’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.72.8, 7.82.9, 6.7, 6.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.76.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Smithfield Foods Inc)
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or otherwise will become due and payable within one year (whether due to maturity or are the mailing of a notice of redemption) and, in the case of this clause (2), the Company irrevocably deposits or causes to be called deposited with the Trustee funds in trust solely for redemption within one year under arrangements satisfactory the benefit of the Securityholders, money or U.S. Government Obligations in amounts as will be sufficient, without consideration of any reinvestment of interest to pay and discharge the entire Indebtedness on the Securities not previously delivered to the Trustee for the giving of notice of redemption, and AK Steel irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon cancellation (other than Securities replaced pursuant to Section 2.7 hereof)2.07) (including principal of, premium and interest, if any, on, the Securities to the date of maturity or redemption) and provides irrevocable instructions to the Trustee to apply the deposited funds toward the payment of the Securities at maturity or on the redemption date, as the case may be, and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and Securities, this Indenture and the Security Documents ("and cause the release of all Liens on the Collateral and have each Subsidiary Guarantor’s obligation discharged with respect to its Subsidiary Guaranty, this Indenture and the Security Documents) (“legal defeasance option"”) or (ii2) its obligations with respect to the Liens on the Collateral and under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8), 6.01(9) and 6.01(11) (with respect to but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) of and the limitations contained in Section 6.1 hereof 5.01(a)(3) ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (insofar as it relates but, in the case of Sections 6.01(7) and (8), with respect only to compliance with Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlySubsidiary Guarantors) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty, and the related Collateral of such Subsidiary Guarantor shall be released from the Security Documents. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii2) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08 and 4.09 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (with respect to but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) of Section 6.1 hereof and the limitations contained in Sections 5.01(a)(3) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (insofar as it relates but, in the case of Sections 6.01(7) and 6.01(8), with respect only to compliance with Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlySubsidiary Guarantors) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Encore Acquisition Co)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel Holdings delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemptionredemption pursuant to Article III hereof, and AK Steel Holdings irrevocably deposits with the Trustee funds or U.S. Government Obligations on which payment of principal and interest when due will be sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including Accreted Value or interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel Holdings pays all other sums payable hereunder by AK SteelHoldings, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel Holdings accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK SteelHoldings.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel Holdings at any time may terminate (i) all of its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.13 and the operation of subsections (eSection 5.01(a)(3), 5.01(a)(4), 6.01(4), 6.01(6), 6.01(7) (with respect to Sections 4.3 and 4.5 through 4.13 Significant Subsidiaries of Holdings only), 6.01(8) (with respect to Significant Subsidiaries of Holdings only) and (d6.01(9) of Section 6.1 hereof ("covenant defeasance option"). AK Steel Holdings may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel Holdings exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel Holdings exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSection 6.01(4), 6.01(6), 6.01(7) (insofar as it relates with respect to compliance Significant Subsidiaries of Holdings only), 6.01(8) (with Sections 4.3 and 4.5 through 4.13 respect to Significant Subsidiaries of Holdings only) or 6.01(9) or because of the failure of Holdings to comply with clauses (d3) and (4) of Section 6.1 hereof5.01(a). Upon satisfaction of the conditions set forth herein and upon the written request of AK SteelHoldings, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel Holdings terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's Holdings' obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.87.07, 8.4, 8.5 7.08 and 8.6 hereof in this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steel's Holdings obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation cancelation or (ii2) all outstanding Securities have become due and payable, whether at Stated Maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity Stated Maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to Stated Maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of AK Steelthe Company).
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07 and 4.08, and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only6.01(3), 6.01(4), 6.01(5) and (d6.01(6) of Section 6.1 hereof ("covenant defeasance option"); provided, however, no deposit under this Article VIII shall be effective to terminate the obligations of the Company under the Securities or this Indenture prior to 91 days following any such deposit. AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only6.01(3), 6.01(5) or (d) of Section 6.1 hereof6.01(6). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (athe provisions of Sections 7.01(a) and (b) of this Section 8.1), AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When When
(i) AK Steel delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (ii) all outstanding Securities have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7 hereof), and if in either case AK Steel pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 hereof and Section 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steel.
(b) Subject to subsection (c) of this Section 8.1 and Sections 8.2 and 8.6 hereof, AK Steel at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its ----------------------- obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel may exercise -------------------------- its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Ak Steel Corp)
Discharge of Liability on Securities; Defeasance. (a) When This Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to Section 8.01(c), cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (2) will become due and payable within one year at the Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to 60 days as the Trustee for result of the giving of any irrevocable and unconditional notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel (y) the Company pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effectthe Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture (subject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof and the operation of subsections (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), 6.01(13), 6.01(14) and 6.01(15) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlyGuarantors) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (insofar as it relates but, in the case of Sections 6.01(6) and 6.01(7), with respect only to compliance Significant Subsidiaries and Guarantors). If the Company exercises its legal defeasance option or its covenant defeasance option, (i) each Guarantor, if any, shall be released from all its obligations with Sections 4.3 respect to its Note Guarantee and 4.5 through 4.13 only(ii) or the REIT shall be released from all its obligations with respect to its Limited Guarantee, in each case except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c); and (diii) of Section 6.1 hereofall Collateral shall be released from the Liens securing the Notes Obligations. Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released as to the Notes Obligations.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 and Articles 13 and 15 and the Company’s rights in Article 15 shall survive until the Securities have been paid or exchanged for Common Stock in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article III hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (with respect to but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries) of Section 6.1 hereof and the limitations contained in Sections 5.01(iii) and (iv) ("covenant defeasance option"). AK Steel The Company may exercise 114 its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (insofar as it relates but, in the case of Sections 6.01(7) and (8), with respect only to compliance Significant Subsidiaries) or because of the failure of the Company to comply with Sections 4.3 and 4.5 through 4.13 onlySection 5.01(iii) or (d) of Section 6.1 hereofiv). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in a writing prepared by the Company and reasonably satisfactory to the Trustee the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Corporation delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.10) for cancellation or (ii) all outstanding Securities have become due and payable, or are by their terms to become due payable and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel Corporation irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, Securities including interest thereon if any (other than Securities replaced pursuant to Section 2.7 hereof2.10), and if in either case AK Steel the Corporation pays all other sums payable hereunder by AK Steelthe Corporation, then this Indenture shall, subject to subsection (cSections 9.01(c) of this Section 8.1 and Section 8.6 hereof9.06, cease to be of further effect. The Upon satisfaction of the conditions set forth herein and upon the Corporation's request (and at the Corporation's expense), the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Corporation accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Corporation.
(b) Subject to subsection (c) of this Section 8.1 Sections 9.01(c), 9.02 and Sections 8.2 and 8.6 hereof9.06, AK Steel the Corporation at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 5.02 through 4.14, 4.17 hereof 5.12 and Section 6.01(a)(iii) and the operation of subsections (eSections 7.01(3), 7.01(4), 7.01(5), 7.01(6) (with and 7.01(7)(with respect to Sections 4.3 and 4.5 through 4.13 onlySignificant Subsidiaries) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel The Corporation may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Corporation exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Corporation exercises its covenant defeasance option, payment of the Securities Securities, may not be accelerated because of an Event of Default by AK Steel specified in subsection Sections 7.01(3), (e4), (5), (6) and (7) (insofar as it relates with respect to compliance with Sections 4.3 and 4.5 through 4.13 onlySignificant Subsidiaries) or (d) because of the failure of the Corporation to comply with Section 6.1 hereof6.01(a)(iii). Before or after a deposit, the Corporation may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 4. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Corporation, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Corporation terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Corporation's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.08, 2.72.09, 7.78.07, 7.88.08, 8.49.04, 8.5 9.05 and 8.6 hereof 9.06 shall survive until the Securities have been paid in full. Thereafter, AK SteelThereafter the Corporation's obligations only in Sections 7.78.07, 8.4 9.04 and 8.5 hereof 9.05 shall survive.
Appears in 1 contract
Sources: Exchange Agreement (Ampex Corp /De/)
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation cancelation or (ii2) all outstanding Securities have become due and payable, whether at Stated Maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity Stated Maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to Stated Maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company (accompanied by an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of AK Steelthe Company).
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06 and 4.07, and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only6.01(3), 6.01(4), 6.01(5) and (d6.01(6) of Section 6.1 hereof and 6.01(9) ("covenant defeasance option"); PROVIDED, HOWEVER, no deposit under this Article VIII shall be effective to terminate the obligations of the Company under the Securities or this Indenture prior to 91 days following any such deposit. AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only6.01(3), 6.01(5), 6.01(6) or (d) of Section 6.1 hereof6.01(9). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections (athe provisions of Sections 7.01(a) and (b) of this Section 8.1), AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Harman International Industries Inc /De/)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.9) for cancellation or (ii) all outstanding Securities have become due and payable, payable and the Company or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel irrevocably any Guarantor deposits with the Trustee funds in trust cash sufficient to pay at maturity or redemption, as the case may be, all amounts due and owing on all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.7 hereof2.9), and if in either case AK Steel the Company or any Guarantor pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof7.7, cease to be of further effecteffect and any Guarantor shall be released from all of its obligations under the Guarantee. The Trustee shall acknowledge join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (c) of this Section 8.1 Sections 8.1(c), 8.3 and Sections 8.2 and 8.6 hereof8.6, AK Steel the Company at any time may terminate terminate, (i) all its obligations under the Securities and this Indenture with respect to the Securities ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to the Securities under Sections 4.3 4.9 and 4.5 through 4.13 only) and (d) 4.10and the related operation of Section 6.1 hereof 6.1(c) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.1(c) (insofar as it relates except to compliance with the extent covenants or agreements referenced in such Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereofremain applicable). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.10, 2.9, 2.5, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities of the defeased series have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Gtech Corp)
Discharge of Liability on Securities; Defeasance. (a) When The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (i1) AK Steel delivers all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and 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 this trust) have been delivered to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (ii2) (i) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable, payable by reason of the mailing of a notice of redemption or are by their terms to otherwise or will become due and payable within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year under arrangements satisfactory deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the giving of notice of redemptionCompany has paid all sums payable by it under this Indenture, and AK Steel irrevocably deposits with (iii) the Company has delivered irrevocable instructions to the Trustee funds sufficient to pay apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, all outstanding Securitiesand (iv) the Trustee, including for the benefit of the Holders, has a valid, perfected, exclusive security interest thereon (other than Securities replaced pursuant to Section 2.7 hereof)in this trust. In addition, and if in either case AK Steel pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel accompanied by the Company must deliver an Officers' ’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and at discharge have been complied with. After such delivery, the cost Trustee shall acknowledge in writing the discharge of the Company’s and expense of AK Steelthe Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of subsections (eSections 6.01(5) and 6.01(6) and the limitations contained in Section 5.01(a)(3) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only6.01(6) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(3). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections Section 8.01 (a) and (b) of this Section 8.1, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (William Lyon Homes)
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii2) all outstanding Securities (other than Securities replaced pursuant to Section 2.07) have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07), including interest thereon to maturity or such redemption date, and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this the Company's Obligations under the Securities and the Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, each Securities Guarantor's Obligations under the Indenture and its Securities Guaranty shall cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this the Securities, the Indenture and each Securities Guarantee on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture and each Securities Guarantor's Obligations under the Indenture and its Securities Guaranty ("legal defeasance option") or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (with respect to but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Subsidiary Guarantors and Significant Subsidiaries) of and the limitations contained in Section 6.1 hereof 5.01(a)(3) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (insofar as it relates but, in the case of Sections 6.01(7) and (8), with respect only to compliance with Sections 4.3 Subsidiary Guarantors and 4.5 through 4.13 onlySignificant Subsidiaries) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Securities Guarantor, if any, shall be released from all its obligations with respect to its Securities Guaranty. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Amis Holdings Inc)
Discharge of Liability on Securities; Defeasance. With respect to the Securities, (a) When when (i) AK Steel delivers the Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or the Securities will become due and payable at their Stated Maturity within one year year, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemptionredemption by the Trustee in the name, and AK Steel at the expense, of the Issuers, and, in each case of this clause (ii), the Issuers irrevocably deposits deposit or cause to be deposited with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.7), and if in either case AK Steel pays the Issuers pay all other sums payable hereunder by AK Steelthe Issuers, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Issuers accompanied by an Officers' Certificate from each Issuer and an Opinion of Counsel from the Issuers that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of AK Steelthe Issuers.
(b) Subject to subsection (c) of this Section 8.1 and Sections 8.2 and 8.6 hereof, AK Steel at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Ticketmaster Corp /Il/)
Discharge of Liability on Securities; Defeasance. (a) When (iWhen:(1) AK Steel the Issuer delivers to the Trustee all outstanding Securities of a Series or Tranche (other than Securities replaced pursuant to Section 2.7 hereof2.08) for cancellation cancellation; or (ii2) all outstanding Securities of a Series or Tranche have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article III hereof and AK Steel the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securitiesprincipal and other amounts, if any, payable on the Securities of that Series or Tranche, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.08), and if in either case AK Steel the Issuer pays all other sums payable hereunder by AK Steelthe Issuer, then this Indenture shall, as it relates to that Series or Tranche, as the case may be, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Issuer.
(b) Subject to subsection (cSection 8.01(c) of this and Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Issuer at any time may terminate terminate: (i1) all its obligations under the Securities of any Series or Tranche and this Indenture with respect to such Series or Tranche ("“legal defeasance option") ”); or (ii2) its obligations with respect to any Series or Tranche of Securities under Sections 4.3, 4.5 through 4.14, 4.17 hereof the covenants contained in one or more supplemental indentures establishing the terms of such Series or Tranche and the operation of subsections (eSection 6.01(4) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Issuer may exercise its legal defeasance option with respect to any Series or Tranche of Securities notwithstanding its prior exercise of its covenant defeasance optionoption with respect to that Series or Tranche. The Issuer may exercise its legal defeasance option or covenant defeasance option with respect to a Tranche or Series without exercising such option with respect to any other Tranche or Series. If AK Steel the Issuer exercises its legal defeasance optionoption with respect to any Series or Tranche of Securities, payment of the Securities of such Series or Tranche, as the case may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance optionbe, payment of the Securities may not be accelerated because of an Event of Default by AK Steel with respect thereto. If the Issuer exercises its covenant defeasance option with respect to any Series or Tranche of Securities, payment of the Securities of such Series or Tranche, as the case may be, may not be accelerated because of an Event of Default specified in subsection (e) (insofar Section 6.01(4). If the Issuer exercises its legal defeasance option or its covenant defeasance option with respect to any Series or Tranche of Securities, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty with respect to that Series or Tranche, as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereofthe case may be. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Issuer terminates, subject to Section 8.06.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Issuer's obligations in Sections 2.3Section 2.04, 2.4Section 2.05, 2.5Section 2.06, 2.6Section 2.07, 2.7Section 2.08, 7.7Section 2.09, 7.8Section 7.06 and Section 7.07, 8.4and in this Article VIII, 8.5 and 8.6 hereof with respect to each Series or Tranche of Securities shall survive until all the Securities of that Series or Tranche, as the case may be, have been paid in full. Thereafter, AK Steelthe Issuer's obligations only in Sections 7.7Section 7.06, 8.4 Section 8.04 and 8.5 hereof Section 8.05 shall survive.
(d) In the event a petition for relief under federal bankruptcy laws, as now or hereafter constituted, or any other applicable United States or Canadian federal or state bankruptcy, insolvency or other similar law, is filed with respect to the Issuer within 91 days after the deposit contemplated in Section 8.02(1) below and the Trustee is required to return the moneys then on deposit with the Trustee to the Issuer, the obligations of the Issuer under this Indenture with respect to such Securities shall not be deemed terminated or discharged.
Appears in 1 contract
Sources: Indenture (Molson Coors Brewing Co)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 2.07 hereof) for cancellation or (ii) all outstanding Securities have become due and payable, or are by their terms to become due payable and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and AK Steel Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, all outstanding Securities, including interest thereon (other than Securities replaced pursuant to Section 2.7 2.07 hereof), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (cSections 8.01(e) of this Section 8.1 and Section 8.6 8.06 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel reasonably acceptable to the Trustee and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (c) of this Section 8.1 Sections 8.01(e), 8.02 and Sections 8.2 and 8.6 8.06 hereof, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its all obligations under Sections 4.3Article 4, 4.5 through 4.14, 4.17 hereof Section 5.01(iii) and (iv) and the operation of subsections (eSections 6.01(a)(vi), 6.01(a)(vii) (as well as 6.01(a)(viii), 6.01(a)(ix) and 6.01(a)(x) hereof but only with respect to Sections 4.3 and 4.5 through 4.13 onlySignificant Subsidiaries) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. .
(c) If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.6.01(a)
Appears in 1 contract
Sources: Indenture (Mediaamerica Inc)
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.7 hereof2.08) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemptionredemption pursuant to Article III hereof, and AK Steel the Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of, premium (if any) and interest and additional interest, if any, on the outstanding Securities when due at maturity or redemption, as the case may be, all outstanding Securitiesupon redemption of, including interest thereon to maturity or such redemption date (other than Securities replaced or paid pursuant to Section 2.7 hereof)2.08) and additional interest, if any, and if in either the case AK Steel of both clause (i) and (ii) the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee Trustee, upon payment of all sums then due and owing to it pursuant to section 7.07, shall acknowledge satisfaction and discharge of this Indenture on written demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 8.02, the Company may, at its option and 8.6 hereof, AK Steel at any time may terminate time, elect to have all of its obligations discharged with respect to the outstanding Securities and all obligations of the Note Guarantors discharged with respect to their Guarantees ("Legal Defeasance"), including (i) all its obligations under the Securities pursuant to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13, 4.14, 4.15 and this Indenture ("legal defeasance option"5.01(a)(iv) or and (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (ethe default provisions specified in Sections 6.01(b) (with respect to Sections 4.3 and 4.5 through 4.13 an Asset Sale Offer or a Change of Control Offer only), (c), (d), (e), (f), (g) and, with respect to Significant Subsidiaries only, 6.01(i) and (dj) of and the limitations contained in Section 6.1 hereof 5.01(a)(iii) (collectively, "covenant defeasance optionCovenant Defeasance"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect to the Securities. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection Section 6.01(b), (c), (d), (e), (f), (g) or (i) and (j) (insofar as it relates with respect to compliance with Sections 4.3 and 4.5 through 4.13 Significant Subsidiaries or a group which constitutes a Significant Subsidiary only) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(iii). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 7.72.09, 7.87.07, 8.4, 8.5 7.08 and 8.6 hereof in this Article VIII shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04, 8.05 and 8.5 hereof 8.06 shall survive.
Appears in 1 contract
Sources: Indenture (Sea Coast Foods, Inc.)
Discharge of Liability on Securities; Defeasance. (a) When This Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to Section 8.01(c), cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (2) will become due and payable within one year at the Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to 60 days as the Trustee for result of the giving of any irrevocable and unconditional notice of redemptionredemption pursuant to Article 3 hereof, and AK Steel and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel (y) the Company pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effectthe Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture (subject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate terminate
(i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and the operation of subsections (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (but, in the case of Sections 6.01(6) and 6.01(7), with respect only to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlyGuarantors) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (insofar as it relates but, in the case of Sections 6.01(6) and 6.01(7), with respect only to compliance Significant Subsidiaries and Guarantors). If the Company exercises its legal defeasance option or its covenant defeasance option, (i) each Guarantor, if any, shall be released from all its obligations with Sections 4.3 respect to its Note Guarantee and 4.5 through 4.13 only(ii) or the REIT shall be released from all its obligations with respect to its Limited Guarantee, in each case except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c); and (diii) of Section 6.1 hereofall Collateral shall be released from the Liens securing the Notes Obligations. ▇▇▇▇-▇▇▇▇-▇▇▇▇ Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released as to the Notes Obligations.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08 and the operation of subsections (eSections 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (with respect to but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries) of Section 6.1 hereof and the limitations contained in Sections 5.01(iii) and (iv) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (insofar as it relates but, in the case of Sections 6.01(7) and (8), with respect only to compliance Significant Subsidiaries) or because of the failure of the Company to comply with Sections 4.3 and 4.5 through 4.13 onlySection 5.01(iii) or (d) of Section 6.1 hereofiv). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Ixc Communications Inc)
Discharge of Liability on Securities; Defeasance. (a) When (iWhen:(1) AK Steel the Issuer delivers to the Trustee all outstanding Securities of a Series or Tranche (other than Securities replaced pursuant to Section 2.7 hereof2.08) for cancellation cancellation; or (ii2) all outstanding Securities of a Series or Tranche have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for on a redemption within one year under arrangements satisfactory to date as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article III hereof and AK Steel the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securitiesprincipal and other amounts, if any, payable on the Securities of that Series or Tranche, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.08), and if in either case AK Steel the Issuer pays all other sums payable hereunder by AK Steelthe Issuer, then this Indenture shall, as it relates to that Series or Tranche, as the case may be, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Issuer.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Issuer at any time may terminate terminate: (i1) all its obligations under the Securities of any Series or Tranche and this Indenture with respect to such Series or Tranche ("legal defeasance option") ): or (ii2) its obligations with respect to any Series or Tranche of Securities under Sections 4.3, 4.5 through 4.14, 4.17 hereof the covenants contained in one or more supplemental indentures establishing the terms of such Series or Tranche and the operation of subsections (eSection 6.01(4) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel The Issuer may exercise its legal defeasance option with respect to any Series or Tranche of Securities notwithstanding its prior exercise of its covenant defeasance optionoption with respect to that Series or Tranche. The Issuer may exercise its legal defeasance option or covenant defeasance option with respect to a Tranche or Series without exercising such option with respect to any other Trance or Series. If AK Steel the Issuer exercises its legal defeasance optionoption with respect to any Series or Tranche of Securities, payment of the Securities of such Series or Tranche, as the case may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance optionbe, payment of the Securities may not be accelerated because of an Event of Default by AK Steel with respect thereto. If the Issuer exercises its covenant defeasance option with respect to any Series or Tranche of Securities, payment of the Securities of such Series or Tranche, as the case may be, may not be accelerated because of an Event of Default specified in subsection (e) (insofar Section 6.01(4). If the Issuer exercises its legal defeasance option or its covenant defeasance option with respect to any Series or Tranche of Securities, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty with respect to that Series or Tranche, as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereofthe case may be. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Issuer terminates, subject to Section 8.06.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Issuer's obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 7.72.09, 7.87.06 and 7.07, 8.4and in this Article VIII, 8.5 and 8.6 hereof with respect to each Series or Tranche of Securities shall survive until all the Securities of that Series or Tranche, as the case may be, have been paid in full. Thereafter, AK Steelthe Issuer's obligations only in Sections 7.77.06, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Molson Coors Brewing Co)
Discharge of Liability on Securities; Defeasance. (a) When This Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to Section 8.01(c), cease to be of further effect and all Collateral shall be released from the Liens securing the Notes Obligations as to all outstanding Securities when both (x) either (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation (1) have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (2) will become due and payable within one year at the Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to 60 days as the Trustee for result of the giving of any irrevocable and unconditional notice of redemption, and AK Steel and, in the case of clause (ii), the Company irrevocably deposits with the Trustee funds cash in U.S. dollars or non-callable U.S. Government Obligations or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and premium, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel (y) the Company pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effectthe Company. The Trustee and Collateral Agent shall acknowledge satisfaction and discharge of this Indenture (subject to Section 8.01(c)) and the other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.05, 4.07, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and the operation of subsections (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (but, in the case of Sections 6.01(6) and 6.01(8), with respect only to Sections 4.3 Significant Subsidiaries and 4.5 through 4.13 onlyGuarantors) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5), 6.01(6), 6.01(7), 6.01(8), 6.01(8), 6.01(10), 6.01(11), 6.01(12), and 6.01(13) (insofar as it relates but, in the case of Sections 6.01(5) and 6.01(8), with respect only to compliance Significant Subsidiaries and Guarantors). If the Company exercises its legal defeasance option or its covenant defeasance option, (i) each Guarantor, if any, shall be released from all its obligations with Sections 4.3 respect to its Note Guarantee and 4.5 through 4.13 only(ii) or the REIT shall be released from all its obligations with respect to its Limited Guarantee, in each case except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c); and (diii) of Section 6.1 hereofall Collateral shall be released from the Liens securing the Notes Obligations. Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released as to the Notes Obligations.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i1) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or cancellation, (ii2) all outstanding Securities have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (3) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to as the Trustee for result of the giving of a notice of redemptionredemption and, and AK Steel in the case of clause (2) or (3), the Company irrevocably deposits with the Trustee funds as trust funds, cash in U.S. dollars or non-callable U.S. Government Obligation or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and Additional Interest, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee and Collateral Trustee shall acknowledge satisfaction and discharge of this Indenture and other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 and the operation of subsections (eSections 6.01(4), 6.01(5) (but only with respect to the Company’s reporting obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries and Subsidiary Guarantors) of and the limitations contained in Section 6.1 hereof 5.01(a)(3) ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(5) (insofar as it relates but only with respect to compliance the Company’s reporting obligations under Section 4.02), 6.01(6), 6.01(7), 6.01(8), 6.01(9), 6.01(10) and 6.01(11) (but, in the case of Sections 6.01(7) and (8), with Sections 4.3 respect only to Significant Subsidiaries and 4.5 through 4.13 onlySubsidiary Guarantors) or (dbecause of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guarantee, except to the extent necessary to guarantee any of the Company’s continuing obligations pursuant to Section 8.01(c) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein herein, and satisfaction of the other covenants or obligations under the other Note Documents (insofar as related to the Securities and this Indenture), and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminatesthe Company terminates and the Collateral shall be released.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Petroquest Energy Inc)
Discharge of Liability on Securities; Defeasance. When
(a1) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation or cancellation, (ii2) all outstanding Securities have become due and payable, whether at maturity or are by their terms on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or (3) all outstanding Securities not theretofore delivered for cancellation will become due and payable within one year at Stated Maturity or are to be called for redemption within one year under arrangements satisfactory to as the Trustee for result of the giving of a notice of redemptionredemption and, and AK Steel in the case of clause (2) or (3), the Company irrevocably deposits with the Trustee funds as trust funds, cash in U.S. dollars or non-callable U.S. Government Obligation or a combination thereof, in amounts sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest and Additional Interest, if any, thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture and the other Note Documents (insofar as related to this Indenture and the Securities) shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof8.01(c), cease to be of further effect. The Trustee and Collateral Trustee shall acknowledge satisfaction and discharge of this Indenture and other Note Documents (insofar as related to this Indenture and the Securities) on demand of AK Steel the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (c) of this Section 8.1 and Sections 8.2 and 8.6 hereof, AK Steel at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.3, 4.5 through 4.14, 4.17 hereof and the operation of subsections (e) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("covenant defeasance option"). AK Steel may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If AK Steel exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (e) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only) or (d) of Section 6.1 hereof. Upon satisfaction of the conditions set forth herein and upon request of AK Steel, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel terminates.
(c) Notwithstanding subsections (a) and (b) of this Section 8.1, AK Steel's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4, 8.5 and 8.6 hereof shall survive until the Securities have been paid in full. Thereafter, AK Steel's obligations only in Sections 7.7, 8.4 and 8.5 hereof shall survive.
Appears in 1 contract
Sources: Indenture (Petroquest Energy Inc)
Discharge of Liability on Securities; Defeasance. (a) When The Company may terminate its obligations and the obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (i1) AK Steel delivers all the Securities that have been authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and 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 this trust) have been delivered to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof) for cancellation or (ii2) (i) all outstanding Securities not delivered to the Trustee for cancellation otherwise have become due and payable, payable by reason of the mailing of a notice of redemption or are by their terms to otherwise or will become due and payable within one year and the Company has irrevocably deposited or are caused to be called for redemption within one year under arrangements satisfactory deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the giving of notice of redemptionCompany has paid all sums payable by it under this Indenture, and AK Steel irrevocably deposits with (iii) the Company has delivered irrevocable instructions to the Trustee funds sufficient to pay apply the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, all outstanding Securitiesand (iv) the Trustee, including for the benefit of the Holders, has a valid, perfected, exclusive security interest thereon (other than Securities replaced pursuant to Section 2.7 hereof)in this trust. In addition, and if in either case AK Steel pays all other sums payable hereunder by AK Steel, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel accompanied by the Company must deliver an Officers' ’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and at discharge have been complied with. After such delivery, the cost Trustee shall acknowledge in writing the discharge of the Company’s and expense of AK Steelthe Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c).
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i1) all its obligations under the Securities and this Indenture ("“legal defeasance option"”) or (ii2) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11 and 4.12 and the operation of subsections (eSections 6.01(5) and 6.01(6) and the limitations contained in Section 5.01(a)(3) (with respect to Sections 4.3 and 4.5 through 4.13 only) and (d) of Section 6.1 hereof ("“covenant defeasance option"”). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(5) (insofar as it relates to compliance with Sections 4.3 and 4.5 through 4.13 only6.01(6) or (d) because of the failure of the Company to comply with Section 6.1 hereof5.01(a)(3). Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections Section 8.01 (a) and (b) of this Section 8.1), AK Steel's the Company’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steel's the Company’s obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Discharge of Liability on Securities; Defeasance. (a) When (i) AK Steel the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7 hereof2.07) for cancellation cancelation or (ii) all outstanding Securities have become due and payable, whether at maturity or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to as a result of the Trustee for the giving mailing of a notice of redemption, redemption pursuant to Article 3 hereof and AK Steel the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or redemption, as the case may be, upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.7 hereof2.07), and if in either case AK Steel the Company pays all other sums payable hereunder by AK Steelthe Company, then this Indenture shall, subject to subsection (c) of this Section 8.1 and Section 8.6 hereofSections 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of AK Steel the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of AK Steelthe Company.
(b) Subject to subsection (cSections 8.01(c) of this Section 8.1 and Sections 8.2 and 8.6 hereof8.02, AK Steel the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option") or (ii) its obligations under Sections 4.34.02, 4.5 through 4.144.03, 4.17 hereof 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10 and the operation of subsections (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (with respect to but, in the case of Sections 4.3 and 4.5 through 4.13 only6.01(7) and (d8), with respect only to Significant Subsidiaries) of Section 6.1 hereof and the limitations contained in Sections 5.01(a)(iii) and (iv) ("covenant defeasance option"). AK Steel The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If AK Steel the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of DefaultDefault with respect thereto. If AK Steel the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default by AK Steel specified in subsection (eSections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (insofar as it relates but, in the case of Sections 6.01(7) and (8), with respect only to compliance Significant Subsidiaries) or because of the failure of the Company to comply with Sections 4.3 and 4.5 through 4.13 onlySection 5.01(a)(iii) or (d) of Section 6.1 hereofiv). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty. Upon satisfaction of the conditions set forth herein and upon request of AK Steelthe Company, the Trustee shall acknowledge in writing the discharge of those obligations that AK Steel the Company terminates.
(c) Notwithstanding subsections clauses (a) and (b) of this Section 8.1above, AK Steelthe Company's obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 7.72.08, 7.8, 8.4, 8.5 7.07 and 8.6 hereof 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, AK Steelthe Company's obligations only in Sections 7.77.07, 8.4 8.04 and 8.5 hereof 8.05 shall survive.
Appears in 1 contract
Sources: Indenture (Bremen Bearings Inc)