Common use of Termination of Issuer’s Obligations Clause in Contracts

Termination of Issuer’s Obligations. Subject to the provisions of Article Eight, the Company may terminate its substantive obligations and the substantive obligations of the other Issuer and the Guarantors in respect of the Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all sums payable by the Issuers on account of principal of, premium, if any, and interest on all Securities. In addition, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom and provided that no default under any Senior Debt would arise therefrom and, so long as any Obligations or commitments under the Credit Agreement shall be outstanding, the Agent under the Credit Agreement shall have consented thereto in writing, terminate all of its substantive obligations and all of the substantive obligations of the other Issuers and the Guarantors in respect of the Securities (including the Issuers’ obligations to pay the principal of (and premium, if any, on) and interest on the Securities and the Guarantors’ Guarantee thereof) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money which is sufficient or direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged (“United States Government Obligations”) the principal of and interest on which is sufficient (without reinvestment), or a combination thereof sufficient, to pay all remaining indebtedness on the Securities and (ii) delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that there has been compliance with all conditions precedent provided for herein. Notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.03, 2.05, 2.06, 2.07, 4.01 (but not with respect to termination of substantive obligations pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Issuers’ obligations in Sections 7.07, 9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers’ Certificate and Opinion of Counsel, the Trustee upon a Company Request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Securities, the Guarantees and this Indenture except for those surviving obligations specified above.

Termination of Issuer’s Obligations. Subject to the provisions of Article Eight, the Company Issuers may terminate its their and the Subsidiary Guarantors' substantive obligations and the substantive obligations of the other Issuer and the Guarantors in respect of the Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all sums payable by the Issuers them on account of principal of, premium, if any, of and interest on all Securities or otherwise. In addition to the foregoing, the Issuers may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(8) or (9), any time on or prior to the 91st calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day)) and provided that no default under any Senior Indebtedness would result therefrom, terminate their and the Subsidiary Guarantors' substantive obligations in respect of the Securities (except for their obligations to pay the principal of and interest on the Securities and the Subsidiary Guarantors' guarantee thereof) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged ("United States Government Obligations") sufficient (without reinvestment) to pay all remaining Indebtedness on the Securities, (ii) delivering to the Trustee either an Opinion of Counsel or a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes solely as a result of such deposit and termination of obligations, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Issuers' exercise of their option under this paragraph will not result in any of the Issuers, the Trustee or the trust created by the Issuers' deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended, and (iv) delivering to the Trustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. In addition, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company Issuers may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom and provided that no default under any Senior Debt would arise therefrom and(or, so long as any Obligations or commitments under the Credit Agreement shall be outstanding, the Agent under the Credit Agreement shall have consented thereto in writing, terminate all of its substantive obligations and all of the substantive obligations of the other Issuers and the Guarantors in respect of the Securities (including the Issuers’ obligations to pay the principal of (and premium, if any, on) and interest on the Securities and the Guarantors’ Guarantee thereof) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money which is sufficient or direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged (“United States Government Obligations”) the principal of and interest on which is sufficient (without reinvestment), or a combination thereof sufficient, to pay all remaining indebtedness on the Securities and (ii) delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that there has been compliance with all conditions precedent provided for herein. Notwithstanding the foregoing paragraph, the Issuers’ obligations in Sections 2.03, 2.05, 2.06, 2.07, 4.01 (but not with respect to termination a Default or Event of substantive obligations pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Issuers’ obligations in Sections 7.07, 9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers’ Certificate and Opinion of Counsel, the Trustee upon a Company Request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ obligations under the Securities, the Guarantees and this Indenture except for those surviving obligations Default specified above.in

Termination of Issuer’s Obligations. Subject to the provisions of Article Eight, the Company Issuers may terminate its their substantive obligations and the substantive obligations of the other Issuer and the Guarantors in respect of the Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all sums payable by the Issuers it on account of principal of, premium, if any, of and interest on all Securities or otherwise. In addition to the foregoing, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Issuers may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vii) or (viii), occurs at any time on or prior to the 123rd calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 123rd day)) and provided that no default under any Senior Indebtedness would result therefrom, terminate their substantive obligations in respect of Article Four (other than Sections 4.01, 4.02, 4.07, 4.09 and 4.11) and Article Five hereof and any Event of Default specified in Section 6.01 (iii), (iv), (v) or (vi) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Securities, (ii) delivering to the Trustee either an Opinion of Counsel or a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Issuers' exercise of the option under this Section 9.01 will not result in any of the Issuers, the Trustee or the trust created by the Issuers' deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and (iv) delivering to the Trustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. In addition, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company Issuers may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vii) or (viii), occurs at any time on or prior to the 123rd calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 123rd day)) and provided that no default under any Senior Debt Indebtedness would arise therefrom and, so long as any Obligations or commitments under the Credit Agreement shall be outstanding, the Agent under the Credit Agreement shall have consented thereto in writingtherefrom, terminate all of its their substantive obligations and all of the substantive obligations of the other Issuers and the Guarantors in respect of the Securities (including the Issuers’ its obligations to pay the principal of (and premium, if any, on) and interest on the Securities and the Guarantors’ Guarantee thereofSecurities) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money which is sufficient or direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged (“United States Government Obligations”) the principal of and interest on which is Obligations sufficient (without reinvestment), or a combination thereof sufficient, ) to pay all remaining indebtedness Indebtedness on the Securities and Securities, (ii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the exercise of the option under this Section 9.01 will not result in any of the Issuers, the Trustee or the trust created by the deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act and (iv) delivering to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that there has been compliance with all conditions precedent provided for herein. Notwithstanding the foregoing paragraph, the Issuers’ ' obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13 and 4.01 (but not with respect to termination of substantive obligations pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Issuers’ ' obligations in Sections 7.07, 9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers’ ' Certificate and Opinion of Counsel, the Trustee upon a Company Request request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ ' obligations under the Securities, the Guarantees Securities and this Indenture except for those surviving obligations specified above. The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the United States Government Obligations deposited pursuant to this Section 9.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.

Termination of Issuer’s Obligations. Subject to the provisions of Article Eight, the Company The Issuers may terminate its their substantive obligations and the substantive obligations of the other Issuer and the Guarantors in respect of the Securities by delivering all outstanding Securities to the Trustee for cancellation and paying all sums payable by the Issuers it on account of principal of, premium, if any, of and interest on all SecuritiesSecurities or otherwise. In additionaddition to the foregoing, subject to the provisions of Article Eight with respect to the creation of the defeasance trust provided for in the following clause (i), the Company Issuers may, provided that no Default or Event of Default has occurred and is continuing or would arise therefrom and provided (or, with respect to a Default or Event of Default specified in Section 6.01(vii) or (viii), occurs at any time on or prior to the 123rd calendar day after the date of such deposit (it being understood that no default under any Senior Debt would arise therefrom and, so long as any Obligations or commitments under the Credit Agreement this condition shall not be outstanding, the Agent under the Credit Agreement shall have consented thereto in writingdeemed satisfied until after such 123rd day)), terminate all of its their substantive obligations and all of the substantive obligations of the other Issuers and the Guarantors in respect of the Securities Article Four (including the Issuers’ obligations to pay the principal of (other than Sections 4.01, 4.02, 4.07, 4.09 and premium, if any, on4.11) and interest on the Securities Article Five hereof and the Guarantors’ Guarantee thereofany Event of Default specified in Section 6.01 (iii), (iv), (v) or (vi) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money which is sufficient or direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged (“United States Government Obligations”) the principal of and interest on which is Obligations sufficient (without reinvestment), or a combination thereof sufficient, ) to pay all remaining indebtedness Indebtedness on the Securities and Securities, (ii) delivering to the Trustee either an Opinion of Counsel or a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the Issuers' exercise of the option under this Section 9.01 will not result in any of the Issuers, the Trustee or the trust created by the Issuers' deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and (iv) delivering to the Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. In addition, the Issuers may, provided that there no Default or Event of Default has been occurred and is continuing or would arise therefrom (or, with respect to a Default or Event of Default specified in Section 6.01(vii) or (viii), occurs at any time on or prior to the 123rd calendar day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 123rd day)), terminate all of their substantive obligations in respect of the Securities (including its obligations to pay the principal of and interest on the Securities) by (i) depositing with the Trustee, under the terms of an irrevocable trust agreement, money or United States Government Obligations sufficient (without reinvestment) to pay all remaining Indebtedness on the Securities, (ii) delivering to the Trustee either a ruling directed to the Trustee from the Internal Revenue Service to the effect that the Holders of the Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and termination of obligations or an Opinion of Counsel addressed to the Trustee based upon such a ruling or based on a change in the applicable Federal tax law since the date of this Indenture to such effect, (iii) delivering to the Trustee an Opinion of Counsel to the effect that the exercise of the option under this Section 9.01 will not result in any of the Issuers, the Trustee or the trust created by the deposit of funds pursuant to this provision becoming or being deemed to be an "investment company" under the Investment Company Act and (iv) delivering to the Trustee an Officers' Certificate and an Opinion of Counsel each stating compliance with all conditions precedent provided for herein. Notwithstanding the foregoing paragraph, the Issuers’ ' obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10, 2.12, 2.13 and 4.01 (but not with respect to termination of substantive obligations pursuant to the third sentence of the foregoing paragraph), 4.02, 7.07, 7.08, 9.03 and 9.04 shall survive until the Securities are no longer outstanding. Thereafter the Issuers’ ' obligations in Sections 7.07, 9.03 and 9.04 shall survive. After such delivery or irrevocable deposit and delivery of an Officers’ ' Certificate and Opinion of Counsel, the Trustee upon a Company Request request shall acknowledge in writing the discharge of the Issuers’ and the Guarantors’ ' obligations under the Securities, the Guarantees Securities and this Indenture except for those surviving obligations specified above. The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the United States Government Obligations deposited pursuant to this Section 9.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Securities.