Common use of Satisfaction and Discharge Defeasance Clause in Contracts

Satisfaction and Discharge Defeasance. Notwithstanding anything to the contrary contained in any Security Document, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and of all obligations for the payment of money due and owing to the Collateral Agent, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security Documents, or upon the satisfaction and discharge of this Indenture in accordance with Article 8 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes). Upon delivery by the Issuer to the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel, each to the effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ Certificate and Opinion of Counsel required by Article 9), together with such documentation, if any, as may be required by this Indenture prior to the release of such Collateral, the Collateral Agent shall forthwith take all necessary action (at the written request of and the expense of the Issuer) to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, representation or warranty all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral Agent, and shall deliver such Collateral in its possession to the Issuer and the applicable Subsidiary Guarantors, including, without limitation, the execution and delivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. Notwithstanding anything to The Company and the contrary contained in any Security Document, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and of all obligations for the payment of money due and owing to the Collateral Agent, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security DocumentsHolders, or upon compliance with the satisfaction and discharge of this Indenture conditions precedent set forth in accordance with Article 8 or upon 9 for Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided forDefeasance. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee pursuant to Section 4.16(c)10.05 hereof, such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes). Upon delivery by the Issuer Company to the Collateral Agent of an Officers’ ' Certificate and an Opinion of Counsel, each to the effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ ' Certificate and Opinion of Counsel required by Article 9), together with such documentation, if any, as may be required by this Indenture the Collateral Agent prior to the release of such Collateral, the Collateral Agent shall forthwith take all necessary action (at the written request of and the expense of the IssuerCompany) to release and reconvey to the Issuer Company and the applicable Subsidiary Guarantors without recourse, representation or warranty recourse all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral AgentCollateral, and shall deliver such Collateral in its possession to the Issuer Company and the applicable Subsidiary Guarantors, Guarantors including, without limitation, the execution and delivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. Notwithstanding anything to the contrary contained in any Security Document, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and of all obligations for the payment of money due and owing to the Collateral AgentTrustee, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security Documents, or upon the satisfaction and discharge of this Indenture in accordance with Article 8 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes). Upon delivery by the Issuer to the Collateral Agent Trustee of an Officers’ Certificate and an Opinion of Counsel, each to the effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ Certificate and Opinion of Counsel required by Article 9), together with such documentation, if any, as may be required by this Indenture prior to the release of such Collateral, the Collateral Agent Trustee shall forthwith take all necessary action (at the written request of and the expense of the Issuer) to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, representation or warranty all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral AgentTrustee, and shall deliver such Collateral in its possession to the Issuer and the applicable Subsidiary Guarantors, including, without limitation, the execution and delivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. Notwithstanding anything The Issuers and the Guarantors shall, subject to the contrary contained in any Security Documentprovisions of the Priority Intercreditor Agreement, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of this Indenture and of the Security Collateral Documents upon payment in full of all principal ofprincipal, premium, if any, and interest and Additional Interest, if any, on the Notes and of all obligations Obligations for the payment of money due and owing to the Collateral Agent, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security DocumentsHolders, or upon compliance with the satisfaction and discharge of this Indenture conditions precedent set forth in accordance with Article 8 or upon for Satisfaction and Discharge, Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes)Defeasance. Upon delivery by the Issuer Company to the Collateral Agent Trustee of an Officers’ ' Certificate and an Opinion of Counsel, each to the effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ ' Certificate and Opinion of Counsel required by Article 9)8), together with such documentation, if any, as may be required by this Indenture the Trustee or the TIA (including, without limitation, TIA Section 314(d)) prior to the release of such Collateral, the Trustee shall subject to the terms of the Priority Intercreditor Agreement forthwith instruct the Collateral Agent shall forthwith to take all necessary action (at the written request of and the expense of the IssuerIssuers) to release and reconvey to the Issuer each of the Issuers and the applicable Subsidiary Guarantors without recourse, representation or warranty recourse all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor Collateral, and reasonably acceptable to shall instruct the Collateral Agent, and shall subject to the provisions of the Priority Intercreditor Agreement, to deliver such Collateral in its possession to the Issuer Company and the applicable Subsidiary Guarantors, Guarantors including, without limitation, the execution and delivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. Notwithstanding anything to the contrary contained in any Security Document, but subject to the Intercreditor Agreement and the Collateral Trust Agreement, the Issuer and any Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and of all obligations for the payment of money due and owing to the Collateral AgentTrustee, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security Documents, or upon the satisfaction and discharge of this Indenture in accordance with Article 8 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent Trustee under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes). Upon delivery by the Issuer to the Collateral Agent Trustee of an Officers’ Certificate and an Opinion of Counsel, each to the effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ Certificate and Opinion of Counsel required by Article 9), together with such documentation, if any, as may be required by this Indenture prior to the release of such Collateral, the Collateral Agent Trustee shall forthwith take all necessary action (at the written request of and the expense of the Issuer) to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, representation or warranty all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral AgentTrustee, and shall deliver such Collateral in its possession to the Issuer and the applicable Subsidiary Guarantors, including, without limitation, the execution and delivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. Notwithstanding anything to The Company and the contrary contained in any Security Document, the Issuer and any Subsidiary Guarantors shall --------------------------------------- be entitled to obtain a full release of all of the Collateral from the Liens of this Indenture and of the Security Collateral Documents upon payment in full of all principal ofprincipal, premium, if any, and interest and Additional InterestLiquidated Damages, if any, on the Notes and of all obligations for the payment of money due and owing to the Collateral Agent, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security DocumentsHolders, or upon compliance with the satisfaction and discharge of this Indenture conditions precedent set forth in accordance with Article 8 or upon for Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided forDefeasance. Upon the release of any Subsidiary Guarantor from form its obligations under this Indenture and its Guarantee pursuant to Section 4.16(c)12.03 hereof, such Subsidiary Guarantor Guarantors shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee this Indenture and of the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes)Documents. Upon delivery by the Issuer Company to the Collateral Agent Trustee of an Officers’ ' Certificate and an Opinion of Counsel, each to the effect that all such conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ ' Certificate and Opinion of Counsel required by Article 9)8), together with such documentation, if any, as may be required by this Indenture the Trustee or the TIA (including, without limitation, TIA ss. 314(d)) prior to the release of such Collateral, the Collateral Agent Trustee shall forthwith take all necessary action (at the written request of and the expense of the IssuerCompany) to release and reconvey to the Issuer Company and the applicable Subsidiary Guarantors without recourse, representation or warranty recourse all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral AgentCollateral, and shall deliver such Collateral Col lateral in its possession to the Issuer Company and the applicable Subsidiary Guarantors, Guarantors including, without limitation, the execution and delivery of releases and satisfactions wherever required.

Satisfaction and Discharge Defeasance. Notwithstanding anything to the contrary contained in any Security Document, the Issuer and any Subsidiary Guarantors The Company shall be entitled to obtain a full release of all of the Collateral from the Liens Lien of this Indenture and the Security Documents upon payment in full compliance with all of all principal of, premium, if any, and interest and Additional Interest, if any, on the Notes and of all obligations conditions precedent for the payment of money due and owing to the Collateral Agent, the Trustee or the Holders pursuant to the Notes, this Indenture or any Security Documents, or upon the satisfaction and discharge of this Indenture set forth in accordance with Article 8 Section 8.1 or upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 of this Indenture; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Guarantee for defeasance pursuant to Section 4.16(c), such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents; provided that all amounts owing to the Trustee and the Collateral Agent under this Indenture, the Notes, the Guarantees and the Security Documents shall have been paid or duly provided for. The Liens on the Collateral shall also be released with respect to the Notes and the Guarantees with the consent of each Holder of the Notes affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes)8.2. Upon delivery by the Issuer Company to the Trustee and to the Collateral Agent of an Officers’ ' Certificate and an Opinion of Counsel, each to the effect that all such of the conditions precedent to such release and reconveyance have been complied with (and which may be the same Officers’ ' Certificate and Opinion of Counsel required by Article 9VIII), together with such documentation, if any, as may be required by this Indenture prior to the release of such Collateral, the Collateral Agent Trustee shall forthwith take all necessary action (action, at the written request of and the expense of the Issuer) Company, to release and reconvey to the Issuer and the applicable Subsidiary Guarantors without recourse, representation or warranty Company all of the Collateral by executing a release in the form provided by the Issuer or the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral AgentCollateral, and shall deliver such Collateral in its possession to the Issuer and the applicable Subsidiary Guarantors, Company including, without limitation, the execution and delivery of releases or waivers whenever necessary. (b) Sales of Collateral Permitted by Section 4.16. The Company shall be entitled to obtain a release of all or any part of the Collateral (other than Trust Moneys) (the "Released Interests") subject to an Asset Sale upon compliance with the condition precedent that the Company shall have delivered to the Trustee and satisfactions wherever required.to the Collateral Agent the following: (i) Release Notice. A notice (each, an "Asset Sale Release Notice"), which shall (A) refer to this Section 10.3, (B) attach all the documents referred to below, (C) describe with particularity the Released Interest, (D) specify the value of such Released Interest on a date within 60 days of the Asset Sale Release Notice (the "Valuation Date"), (E) certify that the purchase price received is equal to the Fair Market Value of the Released Interest as of the date of such release, (F) state that the Released Interest will not interfere with or impede the Trustee's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral, (G) confirm the sale of, or an agreement to sell, such Released Interest in a bona fide sale to a Person that is not an Affiliate of the Company or, in the event that such sale is to an Affiliate, confirm that such sale is being made in accordance with Section 4.10 and (H) be accompanied by a counterpart of the instruments proposed to give effect to the release fully executed and acknowledged (if applicable) by all parties thereto other than the Collateral Agent; (ii)