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

Discharge of Liability on Securities; Defeasance. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 the case of clause (ii), the Company irrevocably deposits with the Trustee 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 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 the case of either clause (i) or (ii) 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, 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. 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 the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities; Defeasance. (a) When either With respect to any Securities of or within a series, when (i) the Company delivers to the Trustee all outstanding Outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities of such series that have not theretofore already been delivered to the Trustee for cancellation: cancellation or (1ii)(A) all Outstanding Securities have become due and payable, whether at maturity, as a result of repayment at the option of the Holders or as a result of the mailing or electronic delivery of a notice of redemption pursuant to Article Four hereof or (2B) will the Securities of such series shall become due and payable at their Stated Maturity within one year, or (3) the Securities of such series 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 the each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee money or in trust funds in U.S. Government Obligations dollars in an amount 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 upon redemption all outstanding SecuritiesOutstanding Securities of such series, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07)date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c6.01(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. Upon satisfaction of the conditions set forth in this Section 8.01, the 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 relating to satisfaction and at the cost and expense discharge of the Companythis Indenture have been complied with.

Discharge of Liability on Securities; Defeasance. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) 2.09 or paid or Securities for which payment money has heretofore been deposited in trust pursuant to this Article 8) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) cancellation have become due and payable, whether at maturity or (2) as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or 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 redemption by the Trustee in the name, name and at the expense, expense of the Company, and, in the case of clause (ii), and the Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee money funds or U.S. Government Obligations on which payment of principal and interest when due will be 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 upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.09), and if in the either case of either clause (i) or (ii) 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, 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. Upon satisfaction of the conditions set forth in this Section 8.01, 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.

Discharge of Liability on Securities; Defeasance. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) 2.08 or paid or Securities for cancellation which payment money has heretofore been deposited in trust pursuant to this Article 8) for cancelation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) cancelation have become due and payable, whether at maturity or (2) as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or 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 redemption by the Trustee in the name, name and at the expense, expense of the Company, and, in the case of clause (ii), and the Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee money funds or U.S. Government Obligations on which payment of principal and interest when due will be 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 upon redemption 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 the either case of either clause (i) or (ii) 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, 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. Upon satisfaction of the conditions set forth in this Section 8.01, 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.

Discharge of Liability on Securities; Defeasance. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable whether at their Stated Maturity within one yearmaturity, or (3) 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 sending of a notice of redemption by the Trustee in the namepursuant to Article III hereof, and at the expenseor on a repurchase date pursuant to Section 4.3 or 4.5, or upon conversion of the Companyall Securities pursuant to Article V hereof, and, in the case of clause (ii), the Company irrevocably deposits with the Trustee money or U.S. Government Obligations funds 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 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 maturity, such redemption date, repurchase date or such redemption date Conversion Date (other than Securities replaced pursuant to Section 2.072.7), and if in the any case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c8.1(c), be satisfied and discharged and shall 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. Upon satisfaction of the conditions set forth in this Section 8.01, 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.

Discharge of Liability on Securities; Defeasance. (a) When either With ------------------------------------------------ respect to the Securities, when (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) 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 (2) 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 (3) 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 the each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee money or U.S. Government Obligations funds 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 upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07)date, and if in the either case of either clause (i) or (ii) 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, 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. Upon satisfaction of the conditions set forth in this Section 8.01, the 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. (a) When either (i) the Company Issuer delivers to the Trustee all outstanding Securities of a Series (other than Securities replaced pursuant to Section 2.072.8) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) of a Series have become due and payable, whether at maturity or (2) 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 year91 days, or (3) 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 redemption by the Trustee in the name, and at the expense, of the CompanyIssuer, and, in the each case of this clause (ii), the Company Issuer irrevocably deposits or causes to be deposited with the Trustee money or U.S. Government Obligations funds 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 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 2.072.8), and if in either case the case of either clause (i) or (ii) the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, then this Indenture (including the obligations of any Board Resolution, supplemental indenture hereto or Officer's Certificate) shall, subject to Section 8.01(c8.1(c), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations effect with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be releasedsuch Series of Securities. Upon satisfaction of the conditions set forth in this Section 8.01, the 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 the Company 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 the CompanyIssuer.

Discharge of Liability on Securities; Defeasance. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07, it being understood that such Securities are no longer outstanding) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) will become due and payable at their Stated Maturity within one year, or (3) 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 the case of clause (ii), the Company irrevocably deposits with the Trustee money funds 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, thereof) to pay at maturity or upon redemption all outstanding Securities, including all interest thereon to the date of such deposit (in the case of Securities which have become due and payable) or to the stated maturity or such redemption date Redemption Date, as the case may be (other than Securities replaced pursuant to Section 2.07, it being understood that such Securities are no longer outstanding), and if in the either case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section Sections 8.01(c), 8.02 and 8.06, 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. Upon satisfaction of the conditions set forth in this Section 8.01, 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 Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII have been complied with, and at the cost and expense of the Company.

Discharge of Liability on Securities; Defeasance. With respect to any series of Securities, (a) When either when (i) the Company delivers to the Trustee all outstanding Securities of such series (other than Securities replaced pursuant to Section 2.072.7) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) of such series have become due and payable, whether at maturity or (2) as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or the Securities of such series will become due and payable at their Stated Maturity within one year, or (3) the Securities of such series 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 the each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee money or U.S. Government Obligations funds 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 upon redemption all outstanding SecuritiesSecurities of such series, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.072.7), and if in the either case of either clause (i) or (ii) 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, each Subsidiary Guarantor will be released from all its obligations effect with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be releasedsuch series. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge satisfaction and discharge of this Indenture with respect to such series on demand of the Company accompanied by an Officers’ Officers Certificate 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. (a) When either a)When (i1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancellation, (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 (ii3) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, or (2) cancellation will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to at Stated Maturity or as the Trustee for result of the giving of a notice of redemption by the Trustee in the name, and at the expense, of the Company, and, in the case of clause (ii2) or (3), the Company irrevocably deposits with the Trustee money as trust funds, cash in U.S. dollars or non-callable U.S. Government Obligations sufficient (if payable other than solely in moneyObligation or a combination thereof, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, amounts sufficient to pay at maturity or 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 2.07), and if in the either case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then 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, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee . The Trustee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the 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 the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.