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

Satisfaction and Discharge of this Indenture. This Indenture -------------------------------------------- shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.7, 3.8, ------------ --- --- 3.11, 3.12 and 12.16, (e) the rights and immunities of the Indenture Trustee ---- ---- ----- hereunder, including the rights of the Indenture Trustee under Section 6.7, and ----------- the obligations of the Indenture Trustee under Section 4.2, and (f) the rights ----------- of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when: (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes which have been destroyed, lost or stolen and which have been replaced, or paid as provided in Section 2.6, ----------- and

Satisfaction and Discharge of this Indenture. This Indenture -------------------------------------------- shall cease to be of further effect with respect to the Notes (except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.33.02(j), 3.73.03, 3.83.05, ------------ --- --- 3.11, 3.12 3.06 and 12.1612.14, (e) the rights and immunities ---------------- ---- ---- ---- ----- of the Indenture Trustee ---- ---- ----- hereunder, including the rights of the Indenture Trustee under Section 6.7Sections 6.01, 6.03 and ----------- 6.07 and the obligations of the Indenture ------------- ---- ---- Trustee under Section 4.24.02, the rights and immunities of the Agent hereunder, ------------ including the rights of the Agent under Section 2.04(b) and the obligations of --------------- the Agent under Sections 2.05, 2.06, 2.08 and 2.09 and (fg) the rights ----------- of -------------- ---- ---- ---- Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, ) and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when: (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes which that have been destroyed, lost or stolen and which that have been replaced, or paid as provided in Section 2.62.06 and (2) Notes ------------ for which full payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, ----------- as provided in Section 11.01) have ------------- been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable; or (2) will become due and payable at the maturity date for such Series of Notes; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer (including without limitation all amounts due to the Indenture Trustee); (iii) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel and an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 12.01(a)and each stating that all ---------------- conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and (iv) the Rating Agency Condition is satisfied with respect to each Series of Outstanding Notes.