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

Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars or U.S. Government Obligations sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfied.

Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) 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 will become due and payable within one year and the Company irrevocably deposits with the Trustee cash in U.S. dollars or U.S. Government Obligations funds sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), be satisfied and discharged and cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfied.Company. 84

Discharge of Liability on Securities; Defeasance. (a) ------------------------------------------------- When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 3, and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 III hereof and the Company Issuers irrevocably deposits deposit with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuers accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedIssuers.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars funds or U.S. Government Obligations on which payment of principal and interest when due shall be sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7) for cancellation or (2ii) 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 and the Company irrevocably deposits with the 106 97 Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2ii) 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 III hereof and the Company Issuers irrevocably deposits deposit with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuers accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedIssuers.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) all outstanding Securities have become 84 76 due and payable, whether payable at maturity or on a redemption date as a result of the mailing of a notice of redemption has been mailed pursuant to Article 3 III hereof and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers Issuers deliver to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.08) for cancellation cancelation or (2ii) 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 and the Company Issuers irrevocably deposits deposit with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.08), and if in either case the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuers accompanied by an Officers' Certificate of each Issuer and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedIssuers.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities Securities) replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars or U.S. Government Obligations funds sufficient to pay at maturity or upon redemption all amounts due and owing on outstanding Securities, including interest thereon to maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 Sections 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing giving of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee cash in U.S. dollars funds or U.S. Government Obligations on which payment of principal and interest when due shall be sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon and Additional Amounts, if any, to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.08) for cancellation cancelation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars funds or U.S. Government Obligations on which payment of principal and interest when due shall be sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge acknow ledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel that the conditions precedent to satisfaction and discharge have been satisfied (provided that the Opinion of Counsel will not be required to cover compliance with any financial tests or financial covenants) and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) ------------------------------------------------- When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars money 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c7.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company Holdings delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2ii) 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 III hereof, and the Company Holdings irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including Accreted Value or interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company Holdings pays all other sums payable hereunder by the CompanyHoldings, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Holdings accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedHoldings.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company Issuer delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 III hereof, and the Company Issuer irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedIssuer.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.08) for cancellation cancelation or (2ii) 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 hereof, and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) 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 hereof, or will become due and payable within one year, and, in the case of this clause (2), the Company irrevocably deposits with the Trustee cash in U.S. dollars or U.S. Government Obligations funds sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if if, in either case case, the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) ------------------------------------------------- When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 III hereof, and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.9) for cancellation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.9), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) ------------------------------------------------ When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 3, and the Company irrevocably deposits with the Trustee cash in U.S. dollars 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 amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2ii) 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 and the Company irrevocably deposits with the Trustee cash in U.S. dollars funds or U.S. Government Obligations on which payment of principal, premium (if any) and interest when due will be sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers delivers, or causes or procures to be delivered, to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2) 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 and and, in the case of clause (2), the Company irrevocably deposits with the Trustee cash in U.S. dollars or U.S. Government Obligations funds sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel in compliance with Section 8.02 and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.

Discharge of Liability on Securities; Defeasance. (a) When (1i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (2ii) 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 III hereof and the Company irrevocably deposits with the Trustee cash in U.S. dollars funds or U.S. Government Obligations on which payment of principal and interest when due shall be sufficient to pay at maturity or upon redemption all amounts due and owing on all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced 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 8.01(c), cease to be of further effect. Upon such event, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company stating that conditions precedent to the satisfaction and discharge in accordance with this Section 8.01(a) have been satisfiedCompany.