Common use of Discharge of Liability on Securities; Defeasance Clause in Contracts

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, when (i) the Company delivers to the Trustee all outstanding Securities for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate from the Company and an Opinion of Counsel from the Company 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 the Company.

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, when (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited 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 upon redemption all outstanding Securities, including interest thereon to maturity or such redemption datedate if subsequent to the Scheduled Maturity Date of the Securities (other than Securities replaced pursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Officer's Certificate from the Company and an Opinion of Counsel from the Company 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 the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities and this Indenture ("legal defeasance option")

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, (a) when (i) the Company Issuer delivers to the Trustee all outstanding Securities for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the CompanyIssuer, and, in each case of this clause (ii), the Company Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date, and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer accompanied by an Officers' Certificate from the Company Issuer and an Opinion of Counsel from the Company Issuer 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 the CompanyIssuer.

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, when When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or cancelation, (ii2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or pursuant to paragraph (6) of the Securities or (3) all outstanding 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 reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in each the case of this clause clauses (ii2) and (3), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.07), and if in either any case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate from the Company and an Opinion of Counsel from the Company 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 the Company.

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, when (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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 year91 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 redemption by the Trustee in the name, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption datedate (other than Securities replaced pursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate from the Company and an Opinion of Counsel from the Company 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 the Company.

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect (a) For purposes of the Notes, Section 8.01(a) of the Base Indenture is hereby amended by replacing each reference therein to “U.S. Government Obligations” with the term “Government Securities.” In addition, when for purposes of the Notes, in order to effect a discharge of the Notes pursuant to Section 8.01(a)(2) of the Base Indenture, the following additional conditions shall apply: (i) no Default or Event of Default has occurred and is continuing on the Company delivers to date of the Trustee all outstanding Securities for cancellation deposit or (ii) all outstanding Securities have become due and payable, whether at maturity or will occur as a result of the mailing deposit (other than a Default or an Event of Default resulting from borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing), and the deposit will not result in a notice breach or violation of, or constitute a default under any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; (ii) the Company has paid or caused to be paid all other sums payable by it under this Indenture; and (iii) the Company has delivered irrevocable instructions to the U.S. Trustee to apply the deposited money toward the payment of redemption pursuant to Article 3 hereof the Notes at maturity or the Securities redemption date, as the case may be. In addition, upon the Company’s request for written acknowledgment of satisfaction and discharge, it must deliver an Officers’ Certificate and an Opinion of Counsel to the U.S. Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. (b) For purposes of the Notes, Section 8.01(b) of the Base Indenture shall not apply to, and have no force and effect with respect to, the Notes, and any reference to Section 8.01(b) shall be superseded by, and references shall be deemed to refer to, this Section 8.01(b) of this Fifth Supplemental Indenture. (i) Upon the Company’s exercise under Section 8.01(a) of the Base Indenture of the option applicable to this Section 8.01(b)(i), the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.02, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Note Guarantees and the Collateral under the Security Documents will become due be released on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and payable at their Stated Maturity within one yeardischarged the entire Indebtedness represented by the outstanding Notes, or the Securities are which shall thereafter be deemed to be called for redemption within one year under arrangements satisfactory to the Trustee “outstanding” only for the giving purposes of notice Sections 8.03, 8.04, 8.05 and 8.06 of redemption by the Trustee Base Indenture and the other Sections of the Base Indenture referred to in Section 8.01(c) of the nameBase Indenture, and to have satisfied all of its other obligations under such Notes and this Indenture, including that of the Guarantors (and the U.S. Trustee, on demand of and at the expense, expense of the Company, andshall execute proper instruments acknowledging the same), except for the provisions specified in each case Section 8.01(c) of the Base Indenture. Subject to compliance with Article 8 of this clause Indenture, the Company may exercise its option under this Section 8.01(b)(i) notwithstanding the prior exercise of its option under Section 8.01(b)(ii). (ii) Upon the Company’s exercise under Section 8.01(b) of the option applicable to this Section 8.01(b)(ii), the Company irrevocably deposits or causes to be deposited with and the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.1(c8.02, be released from their obligations under the covenants contained in Sections 3.05, 4.02, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16 and 4.17 of this Fifth Supplemental Indenture, clause (4) of Section 5.01(a) of this Fifth Supplemental Indenture and Section 9.07 of the Base Indenture with respect to the outstanding Notes, and the Guarantors (other than any direct or indirect parent entities of the Company) shall be deemed to have been discharged from their obligations with respect to all Note Guarantees (other than the Note Guarantee of any direct or indirect parent entities of the Company), cease and the Collateral under the Security Documents will be released on and after the date the conditions set forth in Section 8.02 are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to this Indenture and the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of further effect. The Trustee any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, and such omission to comply shall acknowledge satisfaction and discharge not constitute a Default or an Event of Default under Section 6.01 of this Fifth Supplemental Indenture, but, except as specified above, the remainder of this Indenture on demand and such Notes and the Note Guarantee of any direct or indirect parent entities of the Company shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01(b) of the option applicable to this Section 8.01(b)(ii), subject to the satisfaction of the conditions set forth in Section 8.02, Sections 6.01(a)(3) (only with respect to the failure of the Company to comply with Section 5.01(a)(4)), 6.01(a)(4) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(5), 6.01(a)(6) (only with respect to covenants that are released as a result of such Covenant Defeasance), 6.01(a)(7), 6.01(a)(8), 6.01(a)(9) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary), 6.01(a)(10) (solely with respect to Significant Subsidiaries or a group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary) and 6.01(a)(11) (other than with respect to the Note Guarantee of any direct or indirect parent entities of the Company) of this Fifth Supplemental Indenture, in each case, shall not constitute Events of Default. (iii) Upon satisfaction of the conditions set forth herein and upon written request of the Company accompanied by an Officers' ’ Certificate from the Company and an Opinion of Counsel from complying with Section 11.04 of the Company that all conditions precedent provided herein for relating to satisfaction Base Indenture, the U.S. Trustee shall acknowledge in writing the discharge the Company’s obligations under the Notes and discharge of this Indenture have been complied with and at other than the cost and expense of the Companysurviving obligations.

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, when (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyhereof, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds United States dollars or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding Securitiesand discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellation, including for the principal of, premium, if any, and interest thereon to maturity or such redemption datethe date of deposit (other than Securities replaced pursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided for herein for relating to satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the Company. (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i)

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect to the Securities, when When (i) the Company delivers ------------------------------------------------ all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.07) have been canceled or delivered to the Trustee all outstanding Securities for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the namehereof, and at the expense, of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited 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 and interest on the outstanding Securities when due at maturity or upon redemption all outstanding Securitiesof, including interest thereon to maturity or such redemption date, date (other than Securities replaced or paid pursuant to Section 2.07) and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate from the Company and an Opinion of Counsel from the Company 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 the Company.

Discharge of Liability on Securities; Defeasance. With ------------------------------------------------ respect This Indenture will cease to the Securities, when be of further effect as to all outstanding Securities when: (a) When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Securities have become due and payable, whether at maturity or 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, or the Securities are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Companyhereof, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds United States dollars or U.S. Government Obligations sufficient to pay at maturity or upon redemption all outstanding Securitiesand discharge the entire indebtedness on the Securities not heretofore delivered to the Trustee for cancellation, including for the principal of, premium, if any, and interest thereon to maturity or such redemption datethe date of deposit (other than Securities replaced pursuant to Section 2.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate from the Company and an Opinion of Counsel from the Company 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 the Company.