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

Discharge of Liability on Notes; Defeasance. (a) When (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 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 Issuer, and, in each case of this clause (ii), the Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.1(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 Officer's Certificate and an Opinion of Counsel from the Issuer 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 Issuer.

Discharge of Liability on Notes; Defeasance. (a) When With respect to a series of Notes, when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant of such series that have not already been delivered to Section 2.7) the Trustee for cancellation or (iiii)(A) all outstanding Notes of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes will of such series shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes of such series are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding NotesNotes of such series, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)Redemption Date, and if in the case of either case clause (i) or (ii) the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers’ Certificate from the Company and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When (i1) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.72.07) for cancellation cancellation, or (ii2) all outstanding Notes 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 III hereof 3 hereof, or the (3) all outstanding Notes will become due and payable at their Stated Maturity within 91 days, one year or the Notes are to be called for redemption within 91 days one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each the case of clauses (a)(2) and (a)(3) of this clause (ii)Section 8.01, the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.72.07), and if in either any case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(c8.01(c), be satisfied and discharged and 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 Officer's Officers' Certificate and an Opinion of Counsel from the Issuer stating that all conditions precedent provided specified herein for relating to the satisfaction and discharge of this Indenture have been complied with and at the cost and expense of the IssuerCompany).

Discharge of Liability on Notes; Defeasance. (a) When (i1) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.72.07) for cancellation or (ii2) all outstanding Notes 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 III hereof 3 hereof, or the (3) all outstanding Notes will become due and payable at their Stated Maturity within 91 days, one year or the Notes are to be called for redemption within 91 days one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each the case of clauses (a)(2) and (a)(3) of this clause (ii)Section 8.01, the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.72.07), and if in either any case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(c8.01(c), be satisfied and discharged and 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 Officer's Officers' Certificate and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.7) the Trustee for cancellation or (ii) (A) all outstanding Notes have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof or (B) the Notes will shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)Redemption Date, and if in the case of either case clause (i) or (ii) the Issuer Company or any guarantor, if applicable, pays all other sums payable hereunder by the IssuerCompany and any guarantor, if applicable, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or any guarantor, if applicable, accompanied by an Officer's Officers’ Certificate and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When With respect to a series of Notes, when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant of such series that have not already been delivered to Section 2.7) the Trustee for cancellation or (ii) (A) all outstanding Notes of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing of a notice of redemption pursuant to Article III 3 hereof or (B) the Notes will of such series shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes of such series are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company or any guarantor, if applicable, irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding NotesNotes of such series, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)Redemption Date, and if in the case of either case clause (i) or (ii) the Issuer Company or any guarantor, if applicable, pays all other sums payable hereunder by the IssuerCompany and any guarantor, if applicable, then this Indenture shall, subject to Section 8.1(c8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or any guarantor, if applicable, accompanied by an Officer's Officers’ Certificate from the Company and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When Any Note Guarantees and this Indenture will be discharged and cease to be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (1) either (a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Issuers) have been delivered to the Trustee for cancellation; or (b) all Notes not previously delivered to the Trustee for cancellation (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes (ii) will become due and payable at their Stated Maturity within 91 days, one year or the Notes (iii) are to be called for redemption within 91 days one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each case of this clause Issuers; (ii), 2) the Issuer irrevocably deposits Issuers have deposited or causes caused to be deposited with the Trustee funds money, European Government Obligations (in the case of the Euro Notes), U.S. Government Obligations (in the case of the Dollar Notes), or a combination thereof, as applicable, in an amount sufficient to pay at maturity or upon redemption all outstanding Notesand discharge the entire indebtedness on the Notes not previously delivered to the Trustee for cancellation, including for principal, premium, if any, and interest thereon to maturity or such redemption the date of deposit (other than in the case of Notes replaced pursuant to Section 2.7that have become due and payable), and if in either or to the Stated Maturity or redemption date, as the case may be; (3) the Issuer pays has paid or caused to be paid all other sums payable hereunder by the Issuer, then under this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction Indenture; and discharge of this Indenture on demand of (4) the Issuer accompanied by has delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel from each to the Issuer effect that all conditions precedent provided herein for relating to satisfaction and discharge of under this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and at the cost and expense of the Issuer(3)).

Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) When when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.7) the Trustee for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)date, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers' Certificate from the Company and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) When when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.7) the Trustee for cancellation or (iiii)(A) all outstanding Notes have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes will shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)date, and if in the case of either case clause (i) or (ii) the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers’ Certificate from the Company and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) When when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.7) the Trustee for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes are to be called for redemption within 91 days one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)date, and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers' Certificate from the Company and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When (i1) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.72.07) for cancellation cancellation, or (ii2) all outstanding Notes 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 III hereof 3 hereof, or the (3) all outstanding Notes will become due and payable at their Stated Maturity within 91 days, one year or the Notes are to be called for redemption within 91 days one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and, in each the case of clauses (a)(2) and (a)(3) of this clause (ii)Section 8.01, the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.72.07), and if in either any case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(c8.01(c), be satisfied and discharged and 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 Officer's Officers' Certificate and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When (i) the Issuer delivers Issuers deliver to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 91 days under arrangements satisfactory to satisfying the Trustee for the giving terms of notice of redemption by the Trustee in the name, and at the expense, of the Issuerthis Indenture, and, in each case of this clause (ii), the Issuer Issuers irrevocably deposits deposit or causes cause to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7), 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 8.1(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 Officer's Officers' Certificate and an Opinion of Counsel from the Issuer Issuers 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 IssuerIssuers.

Discharge of Liability on Notes; Defeasance. (a) When (i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 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 Issuer, and, in each case of this clause (ii), the Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7), and if in either case the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.1(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 Officer's Certificate and an Opinion of 63 -63- Counsel from the Issuer 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 Issuer.

Discharge of Liability on Notes; Defeasance. (a) When With respect to the Notes, when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.7) the Trustee for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company or the Guarantor irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)date, and if in either case the Issuer Company or the Guarantor pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer Company or the Guarantor accompanied by an Officer's Officers’ Certificate from the Company or the Guarantor and an Opinion of Counsel from the Issuer Company or the Guarantor, as the case may be, 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 IssuerCompany or the Guarantor.

Discharge of Liability on Notes; Defeasance. (a) When With respect to the Notes, when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant that have not already been delivered to Section 2.7) the Trustee for cancellation or (iiii)(A) all outstanding Notes have become due and payable, whether at maturity 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 III hereof or (B) the Notes will shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee in trust funds in U.S. dollars in an amount sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)date, and if in the case of either case clause (i) or (ii) the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers’ Certificate from the Company and an Opinion of Counsel from the Issuer 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 Issuerwith.

Discharge of Liability on Notes; Defeasance. (a) When With respect to a series of Notes, when (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant of such series that have not already been delivered to Section 2.7) the Trustee for cancellation or (iiii)(A) all outstanding Notes of such series have become due and payable, whether at maturity maturity, as a result of repayment at the option of the Holders or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes will of such series shall become due and payable at their Stated Maturity within 91 daysone year, or the Notes of such series are to be called for redemption within 91 days 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding NotesNotes of such series, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7)Redemption Date, and if in the case of either case clause (i) or (ii) the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers’ Certificate from the Company and an Opinion of Counsel from the Issuer 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 IssuerCompany.

Discharge of Liability on Notes; Defeasance. (a) When (i) the Issuer Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.7) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable at their Stated Maturity within 91 days, or the Notes are to be called for redemption within 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 IssuerCompany, and, in each case of this clause (ii), the Issuer Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7), and if in either case the Issuer Company pays all other sums payable hereunder by the IssuerCompany, then this Indenture shall, subject to Section 8.1(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 Officer's Officers' Certificate and an Opinion of Counsel from the Issuer 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 IssuerCompany.