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

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.09) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of redemption pursuant to Article 3 or 4 hereof, and the Issuer irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled for cancellation and the Company has paid all sums payable by it hereunder, or delivered (ii) (A) all outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellation or giving the notice of redemption, (iiB) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) sufficient to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuer Company is a party or by which it is bound, and (E) the Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled for cancellation and the Issuer has paid all sums payable by it hereunder, or delivered (ii) (A) all outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellation or giving the notice of redemption, (iiB) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of redemption pursuant to Article 3 or 4 hereof, and the Issuer irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, sufficient in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) accounting firm, to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound, and (E) the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c8.01(c), when (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.08) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Notes not previously delivered for cancellation cancelation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Issuers irrevocably deposits deposit with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08)) and Additional Interest, if any, and if in either case the Issuer pays Issuers pay all other sums payable hereunder by the IssuerIssuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Issuers accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.082.07), and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when a. When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled for cancellation and the Company has paid all sums payable by it hereunder, or delivered (ii) (A) all outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellation or giving the notice of redemption, (iiB) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) sufficient to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuer Company is a party or by which it is bound, and (E) the Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.082.07), and Special Interest, if any, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c10.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge dis­charge of this Indenture on demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.082.07), and Additional Amounts, if any, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled cancelled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Holdings irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.082.07), and Additional Amounts, if any, and if in either case the Issuer Holdings pays all other sums payable hereunder by the IssuerHoldings, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Holdings accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerHoldings.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.8) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payablepayable (or will become due and payable within one year), whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the Obligations on which payment of principal of and interest on which when due will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) sufficient to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest and Additional Interest, if any, thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.8), and if in either case the Issuer Company pays all other sums then payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c)8.01(b) hereof, when (ii)(x) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07 hereof) have been canceled or delivered to the Trustee for cancellation or (iiy) all outstanding Notes not previously theretofore delivered for cancellation have become due and payable, whether at maturity or as a result upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article 3 or 4 hereof, by the Trustee in the name and at the expense of the Company and the Issuer Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in an amount sufficient or trust solely for the benefit of the Holders money in U.S. dollars, non-callable U.S. Government Obligations, the principal of and interest on which will be sufficientSecurities, or a combination thereof sufficientthereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the written opinion of a nationally recognized firm of independent public accountants entire indebtedness on such Notes not theretofore delivered to the Trustee (which delivery shall only be required for cancellation for principal and premium, if U.S. Government Obligations have been so deposited) any, and accrued interest to pay the principal date of and interest on the outstanding Notes when due at maturity or upon redemption, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.,

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.09) have 2.08 or paid or Notes for which payment money has heretofore been canceled or delivered deposited in trust pursuant to the Trustee this Article 8) for cancellation or (ii) all outstanding Notes not previously theretofore delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 hereof or 4 hereofwill become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice in the name and at the expense of the Issuer, and the Issuer or any Guarantor irrevocably deposits or causes to be deposited with the Trustee funds in an amount sufficient or U.S. Government Obligations, the Obligations on which payment of principal of and interest on which when due will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) sufficient to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.082.07), and Additional Interest, if any, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall -57- acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject When (1) the Issuers deliver to Section 9.01(c), when (i) the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii2) all outstanding Notes not previously delivered for cancellation have become due and payable, or will become due and payable within one year, 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 4 hereof, arrangements satisfactory to the Trustee are made for the mailing of such a notice) and the Issuer Issuers irrevocably deposits deposit with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07), and if in either case the Issuer pays Issuers pay all other sums payable hereunder by the IssuerIssuers, then this Indenture Indenture, the Subsidiary Guarantees, the Intercreditor Agreement and the Security Documents shall, subject to Section 8.01(c), cease to be of further effecteffect and all Liens under the Security Documents will be released. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Issuers accompanied by an Officers' ’ Certificate of each Issuer and an Opinion of Counsel and at the cost and expense of the IssuerIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled for cancellation and the Issuer has paid all sums payable by it hereunder, or delivered (ii) (A) all outstanding Notes mature within one year or all of the outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for cancellation or giving the notice of redemption, (iiB) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of redemption pursuant to Article 3 or 4 hereof, and the Issuer irrevocably deposits with the Trustee funds in an amount sufficient or U.S. euros, Euro Government Obligations, the principal of and interest on which will be sufficient, Obligations or a combination thereof sufficient, sufficient in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) accounting firm, to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07), (C) no Default has occurred and if is continuing on the date of the deposit, (D) the deposit will not result in either case a breach or violation of, or constitute default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound, and (E) the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

Discharge of Liability on Notes; Defeasance. (a) Subject When (1) the Issuer delivers to Section 9.01(c), when (i) the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07 hereof) for cancellation or (2) all Notes that have not been canceled or delivered to the Trustee for cancellation (i) have become due and payable by reason of 77 the mailing of a notice of redemption or otherwise or (ii) all outstanding Notes not previously delivered for cancellation have will become due and payable, whether at maturity payable within one year or as a result are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of the notice of redemption pursuant to Article 3 or 4 hereof, and and, in the case of clause (2), the Issuer irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07 hereof), and if in either case the Issuer pays all other sums payable hereunder by the IssuerIssuer with respect to the Notes, then this Indenture shall, subject to Section 8.01(c)) hereof, cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers' Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) the Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.7) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and and, in each case of this clause (ii), the Issuer Issuers irrevocably deposits deposit or cause to be deposited with the Trustee funds in an amount sufficient United States dollars or U.S. Government Obligations, Obligations sufficient to pay and discharge the principal of and interest entire Indebtedness on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants Notes not heretofore delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay for cancellation, for the principal of of, premium, if any, and interest on to the outstanding Notes when due at maturity or upon redemption, including interest thereon to maturity or such redemption date of deposit (other than Notes replaced pursuant to Section 2.082.7), and if in either case the Issuer pays Issuers pay all other sums payable hereunder by the IssuerIssuers, then this Indenture shall, subject to Section 8.01(c8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Issuers accompanied by an Officers' Certificate from the Issuers that all conditions precedent provided for herein relating to satisfaction and an Opinion discharge of Counsel this Indenture have been complied with and at the cost and expense of the IssuerIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c8.01(c), when (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereofIII, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of of, premium, if any, and interest on the outstanding Notes when due at maturity or upon redemptionredemption of, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08), 2.07) and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' Officer's Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.08) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08), and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.08) have been canceled cancelled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the transmission of a notice of redemption pursuant to Article 3 or 4 hereof, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders for the giving of notice of redemption and the Issuer irrevocably deposits with the Trustee funds cash in Euro in an amount sufficient or U.S. European Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally an internationally recognized firm of independent certified public accountants delivered to the Trustee (which delivery shall only be required if U.S. European Government Obligations have been so deposited) ), to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.08), ) and if in either case the Issuer pays has paid or caused to be paid all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c8.01(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee and at the cost and expense of the Issuer.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) either Note Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, III hereof and the either Note Issuer irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the Securities on which payment of principal of and interest on which will when due shall be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) sufficient to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.082.07), as certified to the Trustee by a nationally recognized firm of independent accountants, and if in 72 65 either case the Issuer pays Note Issuers pay all other sums payable hereunder by the IssuerNote Issuers including, but not limited to fees and expenses of the Trustee and its counsel, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the either Note Issuer accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCounsel.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.082.07), and Additional Interest, if any, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c9.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.09SECTION 2.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article ARTICLE 3 or 4 hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.08SECTION 2.07), and Special Interest, if any, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(cSECTION 9.01(C), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c8.01(c), when (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.07) have been canceled or delivered to the Trustee for cancellation cancelation or (ii) all outstanding Notes not previously delivered for cancellation cancelation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 hereof, and the Issuer Issuers irrevocably deposits deposit with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08)2.07) and liquidated damages, if any, and if in either case the Issuer pays Issuers pay all other sums payable hereunder by the IssuerIssuers, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Issuers accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerIssuers.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c), when When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.09SECTION 2.07) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article ARTICLE 3 or 4 hereof, and the Issuer Holdings irrevocably deposits with the Trustee funds in an amount sufficient sufficient, or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) ), to pay the principal amount of and interest on the outstanding Notes when due at maturity or upon redemptionredemption of all outstanding Notes, including interest thereon to maturity or such redemption date Redemption Date (other than Notes replaced or paid pursuant to Section 2.08SECTION 2.07), and Special Interest, if any, and if in either case the Issuer Holdings pays all other sums payable hereunder by the IssuerHoldings, then this Indenture shall, subject to Section 8.01(cSECTION 9.01(C), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Holdings accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerHoldings.

Discharge of Liability on Notes; Defeasance. (a) Subject to Section 9.01(c8.01(c), when (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.092.08) have been canceled or delivered to the Trustee for cancellation or (ii) all outstanding Notes not previously delivered for cancellation have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article 3 or 4 III hereof, and the Issuer Company irrevocably deposits with the Trustee funds in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay the principal of of, premium, if any, and interest on the outstanding Notes when due at maturity or upon redemptionredemption of, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.08), ) and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the IssuerCompany.