Common use of Satisfaction and Discharge of the Indenture Clause in Contracts

Satisfaction and Discharge of the Indenture. The parties hereto acknowledge that Buyer intends to satisfy and discharge the Indenture at Closing pursuant to Article 11 of the Indenture. Prior to the Closing, the Company shall (i) in consultation with and subject to Buyer’s prior approval (which approval shall not to be unreasonably withheld), take all action necessary to satisfy the conditions for the satisfaction and discharge of the Indenture pursuant to Section 11.01 thereof (other than the requirement for deposit of funds with the trustee under the Indenture) and (ii) cooperate with Buyer and the trustee and notes collateral agent under the Indenture to achieve satisfaction and discharge of the Indenture at Closing and to release all “Liens” on all “Collateral” (as each such term is defined in the Indenture). Without limiting, and in furtherance of, the foregoing, the Company will, when and as reasonably directed by Buyer (and in no event later than two Business Days prior to the anticipated Closing Date) deliver to the trustee under the Indenture (and execute, as applicable) in the form provided by Buyer and reasonably acceptable to the Company, all documents necessary under the Indenture, including Articles 3, 11 and 12 and Sections 13.04 and 13.05 of the Indenture, for the satisfaction and discharge of the Indenture and the release of the Liens on the Collateral under the Indenture, including, but not limited to: (i) the officer’s certificate required by Section 3.01 of the Indenture regarding the Company’s election to redeem the “Notes” (as defined in the Indenture) pursuant to the optional redemption provisions of Section 3.07 of the Indenture, subject to the Closing; (ii) the notice of redemption required pursuant to Section 3.03 of the Indenture; (iii) an officer’s certificate and opinion of counsel with respect to the redemption of the Notes; (iv) an officer’s certificate and opinion of counsel pursuant to Section 11.01 of the Indenture; (v) an officer’s certificate and opinion of counsel pursuant to Section 12.06(b) of the Indenture; and (vi) form of collateral release pursuant to Section 12.06(b) of the Indenture, in each case, in form and substance, reasonably satisfactory to Buyer, the lenders providing the Financing, and the trustee and notes collateral agent under the Indenture.

Satisfaction and Discharge of the Indenture. The parties hereto acknowledge that Buyer intends This Indenture shall cease to satisfy be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge the Indenture at Closing pursuant to Article 11 of the this First Supplemental Indenture. Prior to the Closing, the Company shall when (a) either (i) all Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and which have been replaced or paid as provided in consultation Section 3.6 of the Base Indenture) have been delivered to the Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable whether at the Maturity Date, upon acceleration, with respect to any Fundamental Change Purchase Date, upon conversion or otherwise and subject the Company deposits with the Paying Agent or Conversion Agent, as the case may be, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to Buyer’s prior approval pay on such date all amounts due and owing on all outstanding Securities (which approval shall not other than Securities replaced pursuant to Section 3.6 of the Base Indenture) on such date; (b) the Company has paid or caused to be unreasonably withheld)paid all other sums payable hereunder by the Company; (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, take each stating that all action necessary conditions precedent herein provided for relating to satisfy the conditions for the satisfaction and discharge of the this First Supplemental Indenture pursuant to Section 11.01 thereof (other than the requirement for deposit of funds with the trustee under the Indenture) and (ii) cooperate with Buyer and the trustee and notes collateral agent under the Indenture to achieve satisfaction and discharge of the Indenture at Closing and to release all “Liens” on all “Collateral” (as each such term is defined in the Indenture)have been complied with. Without limiting, and in furtherance of, the foregoing, the Company will, when and as reasonably directed by Buyer (and in no event later than two Business Days prior to the anticipated Closing Date) deliver to the trustee under the Indenture (and execute, as applicable) in the form provided by Buyer and reasonably acceptable to the Company, all documents necessary under the Indenture, including Articles 3, 11 and 12 and Sections 13.04 and 13.05 of the Indenture, for Notwithstanding the satisfaction and discharge of this First Supplemental Indenture, the Indenture and the release obligations of the Liens on Company to the Collateral Trustee under the Indenture, including, but not limited to: (i) the officer’s certificate required by Section 3.01 6.7 of the Base Indenture regarding and, if money shall have been deposited with the Company’s election to redeem the “Notes” (as defined in the Indenture) pursuant to the optional redemption provisions of Section 3.07 of the Indenture, subject to the Closing; (ii) the notice of redemption required Trustee pursuant to Section 3.03 10.01(a)(ii), the obligations of the Indenture; (iii) an officer’s certificate Trustee under Section 10.02 shall survive such satisfaction and opinion of counsel with respect discharge. Notwithstanding anything herein to the redemption contrary, Section 3.6, Section 3.7, Section 6.7 and Section 10.2 of the Notes; (iv) an officer’s certificate Base Indenture and opinion Section 2.04, Section 2.06, Section 2.08, Section 5.01, Section 5.03, and Article 4 and Article 10 of counsel pursuant to Section 11.01 of the Indenture; (v) an officer’s certificate and opinion of counsel pursuant to Section 12.06(b) of the Indenture; and (vi) form of collateral release pursuant to Section 12.06(b) of the this First Supplemental Indenture, in each case, in form and substance, reasonably satisfactory to Buyer, the lenders providing the Financing, and the trustee and notes collateral agent under the Indentureshall survive any discharge of this First Supplemental Indenture until such time as there are no Securities outstanding.