Common use of Satisfaction and Discharge of the Indenture Clause in Contracts

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date or following the Conversion Date or the last Trading Day of the applicable Cash Settlement Averaging Period, as the case may be, upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash funds and shares of Common Stock, if and as applicable, sufficient to pay or deliver all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash on the Maturity Date of the Securities or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee (which may include any of the Underwriters), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for and (B) the benefit rights, obligations and immunities of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if anyhereunder), and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing Trustee, on the date written demand of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or Company accompanied by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to as required by Section 11.04 hereof and at the Trustee stating that all conditions precedent to cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge have been satisfiedof this Indenture.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Securities theretofore authenticated (other than any Securities that have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Securities not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Fundamental Change Repurchase Date or following the Conversion Date, as the case may be, upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash funds or shares of Common Stock, if and as applicable, sufficient to pay or deliver all amounts due on all of such Securities (other than any Securities that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Securities are due and payable solely in cash on the Maturity Date of the Securities or upon an earlier Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee (which may include the Initial Purchaser), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes Securities to receive all amounts owing upon the Securities and the other rights, duties and obligations of Holders of the Securities, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for and (B) the benefit rights, obligations and immunities of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if anyhereunder), and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing Trustee, on the date written demand of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or Company accompanied by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Officer’s Certificate and an Opinion of Counsel to as required by Section 11.04 hereof and at the Trustee stating that all conditions precedent to cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge have been satisfiedof this Indenture.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore cancelled, or (ii) all such Notes not theretofore cancelled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and (if applicable in the case of exchange) Common Shares sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsRegistrar for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof, on any Redemption Date, on any Repurchase Date, on any Fundamental Change Repurchase Date or upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, cash funds and shares of Common Stock, as applicable, sufficient to pay all amounts due (and shares of Common Stock deliverable upon conversion, if applicable) on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Stated Maturity of the Notes or upon an earlier Redemption Date, Repurchase Date or Fundamental Change Repurchase Date, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Trustee (which may include any of the underwriters of the initial issuance of the Notes), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for and (B) the benefit rights, obligations and immunities of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if anyhereunder), and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing Trustee, on the date written demand of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or Company accompanied by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to as required by Section 12.04 and at the Trustee stating that all conditions precedent to cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge have been satisfiedof this Indenture; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore canceled, or (ii) all such Notes not theretofore canceled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of exchange) Common Shares sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore cancelled, or (ii) all such Notes not theretofore cancelled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Fundamental Change Purchase Date, upon exchange or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of exchange) Common Stock sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, xxxxxx agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture When (i) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and all Liens on Collateral created in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) and not theretofore canceled, or (ii) all such Notes not theretofore canceled or delivered to the Security DocumentsTrustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any Issuer Conversion Date, on any Fundamental Change Purchase Date, upon conversion or otherwise) and the Guarantees Company shall deposit with the Trustee, in trust, or deliver to the Holders, as applicable, an amount of cash and/or (in the case of conversion) shares of the Common Stock sufficient to pay all amounts due on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore canceled or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect to the Notes (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) rights hereunder of Holders to receive all amounts owing upon the Notes that have been authenticatedand the other rights, except lostduties and obligations of Holders, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid as beneficiaries hereof with respect to the Issueramounts, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasorif any, the Parent or any other Guarantor has irrevocably deposited or caused to be so deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (cii) the Issuerrights, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; obligations and (d) the Issuer has delivered irrevocable instructions to immunities of the Trustee under this Indenture to give the notice of redemption Indenture), and apply the deposited money toward the payment Trustee, on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on the Notes have been satisfiedcomplied with, and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either if either: (i) all outstanding Notes that have been authenticated, except lost, stolen or destroyed (other than Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid pursuant to the Issuer, Section 2.07) have been delivered to the Trustee for cancellation; cancellation or (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of on the mailing of a notice of redemption Maturity Date or otherwise or will become upon repurchase pursuant to Article 3, and the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable within one year and the Defeasorpayable, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if applicable as trust funds herein provided and in trust solely for accordance herewith, such other consideration, sufficient to pay all amounts due and owing on all outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the benefit of Maturity Date or the HoldersFundamental Change Purchase Date, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securitiesas the case may be; provided that, in amounts as will be sufficienteither case, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered Company pays to the Trustee for cancellation for principal, premium, if any, all other sums payable hereunder by the Company. The Company may exercise its satisfaction and accrued interest discharge option with respect to the date of maturity or redemption; (b) Notes only if: no Default or Event of Default has occurred and is continuing with respect to the Notes shall exist on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the ; such deposit will shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or any other agreement or instrument to which the Issuer or any Guarantor Company is a party or by which the Issuer or any Guarantor it is bound; and the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (c) which may rely upon such Officers' Certificate as to the Issuerabsence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) obligations of the Issuer has delivered irrevocable instructions Company to the Trustee under Section 7.07 shall survive and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Indenture Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.12, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be required to give the notice of redemption make all payments and apply the deposited money toward the payment of the Notes at maturity deliveries required by such Sections or the Redemption DateArticles, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion irrespective of Counsel to the Trustee stating that all conditions precedent to any prior satisfaction and discharge until the Notes have been satisfiedpaid in full.

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof or on any Fundamental Change Purchase Date, optional redemption or upon conversion or otherwise or will become due and payable, due to the writing of a Redemption Notice or otherwise, in one year) and the Guarantees Company shall irrevocably deposit with the Paying Agent, in trust, or deliver to the Holders, as applicable, cash funds and/or (in the case of conversion) shares of Common Stock (subject to the Company’s right to pay cash in lieu thereof), as applicable, sufficient to pay all amounts due or deliverable on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Paying Agent for cancellation, including principal and interest due, accompanied, except in the event the Notes are due and payable solely in cash at the Stated Maturity of the Notes or upon an earlier Fundamental Change Purchase Date or upon an optional redemption, by a verification report as to the sufficiency of the deposited amount from an independent certified accountant or other financial professional reasonably satisfactory to the Paying Agent (which may include any of the Initial Purchasers), and if the Company shall also pay or cause to be discharged and paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumamounts, if any, so deposited with the Paying Agent and accrued interest to (B) the date of maturity or redemption; (b) no Default or Event of Default has occurred rights, obligations and is continuing on the date immunities of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) Paying Agent hereunder), and the deposit will not result in a breach or violation ofPaying Agent, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge of the Indenture have been satisfiedcomplied with and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Paying Agent for any costs or expenses thereafter reasonably and properly incurred by the Paying Agent, including the fees and expenses of its counsel, and to compensate the Paying Agent for any services thereafter reasonably and properly rendered by the Paying Agent in connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Agent and the Paying Agent under Section 11.06 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to If the Security Documents) and Issuer shall pay the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticatedprincipal of, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date all of the deposit (other than a Default Bonds Outstanding in accordance with their terms, or Event of Default resulting from shall provide for such payment as provided in Section 1201 hereof, and if the borrowing of funds Issuer shall also pay or cause to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any paid all other instrument to which the Issuer or any Guarantor is a party or sums payable hereunder by which the Issuer or any Guarantor is bound; (c) the Issuer, then and in that case this Indenture and the Parent or any other Guarantor has paidestate and rights granted hereunder shall cease, or caused to be paidterminate and become null and void, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to thereupon the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment shall, upon Written Request of the Notes at maturity or the Redemption DateIssuer, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been satisfied.complied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture and the lien hereof; provided that, with respect to Bonds for which payment has been provided at the time but which has not in fact been paid, the liability of the Issuer in respect of such Bonds shall continue provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Government Securities deposited with the Trustee as provided in this Article. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Issuer and the Borrower for any expenditures which it may thereafter incur in connection herewith. Notwithstanding the release and discharge of the lien of this Indenture as provided above, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, tender and purchase provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost, stolen or Undelivered Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust, redemption of Bonds and the duties of the Trustee, the Bond Registrar, the Paying Agent and the Remarketing Agent in connection with all of the foregoing, remain in effect and shall be binding upon the Trustee and the Bondowners. The Issuer is hereby authorized to accept a certificate by the Trustee that the whole amount of the principal, redemption premium, if any, and interest so due and payable upon all of the Bonds then Outstanding has been paid or such payment provided for in accordance with Section 1201 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its records. All moneys, funds, securities or other property remaining on deposit in all Funds or Accounts established under this Indenture (other than said moneys or Government Securities or other investments deposited in trust as above provided) shall, upon the full satisfaction of this Indenture, forthwith be transferred, paid over and distributed to the Credit Enhancer and the Borrower in the manner provided in Section 510 hereof. If there is a release and discharge of the lien of this Indenture as provided above, the Trustee shall so notify the Rating Agency. [End of Article XII]

Satisfaction and Discharge of the Indenture. This Indenture When (and all Liens on Collateral created pursuant i) the Company shall deliver to the Security DocumentsTrustee for cancellation all Notes theretofore authenticated (other than any Notes that have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (ii) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable (whether at Stated Maturity for the payment of the principal amount thereof or on any Fundamental Change Purchase Date, Redemption Date or upon conversion or otherwise) and the Guarantees Company shall be discharged irrevocably deposit with the Paying Agent, in trust, or deliver to the Holders, as applicable, cash funds and/or (in the case of conversion) shares of Common Stock, as applicable, sufficient to pay all amounts due or deliverable on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) not theretofore canceled or delivered to the Paying Agent for cancellation, then this Indenture shall cease to be of further effect (except as to surviving (A) rights hereunder of registration of transfer or exchange Holders of the Notes to receive all amounts owing upon the Notes and the other rights, duties and obligations of Holders of the Notes, as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid beneficiaries hereof with respect to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premiumamounts, if any, so deposited with the Paying Agent and accrued interest to (B) the date of maturity or redemption; (b) no Default or Event of Default has occurred rights, obligations and is continuing on the date immunities of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) Paying Agent hereunder), and the deposit will not result in a breach or violation ofPaying Agent, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment on written demand of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver Company accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge of this Indenture have been satisfiedcomplied with and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture; the Company, however, hereby agrees to reimburse the Paying Agent for any costs or expenses thereafter reasonably and properly incurred by the Paying Agent, including the fees and expenses of its counsel, and to compensate the Paying Agent for any services thereafter reasonably and properly rendered by the Paying Agent in connection with this Indenture or the Notes. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Agent and the Paying Agent under Section 11.06 shall survive.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall will be discharged and shall will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (aA) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars money has been deposited in trust and thereafter repaid to the IssuerCompany, have been delivered to the Trustee for cancellation; or (ii) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing making of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor Defeasor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollarsEuros, non-callable Government Securities, or a combination of cash in dollars, U.S. dollars and non-callable Euro-denominated Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; , (bB) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer Company or any Guarantor is a party or by which the Issuer Company or any Guarantor is bound; , (cC) the Issuer, Company and the Parent or any other Guarantor has Guarantors have paid, or caused to be paid, all sums payable payable, under this Indenture; , and (dD) the Issuer Company has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the such Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. U.S dollars (in the case of Dollar Notes) or euros (in the case of Euro Notes) has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollarsdollars or euros, non-callable Government Securities, or a combination of cash in dollarsdollars or euros, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to If the Security Documents) and Issuer shall pay the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticatedprincipal of, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date all of the deposit (other than a Default Bonds Outstanding in accordance with their terms, or Event of Default resulting from shall provide for such payment as provided in Section 1201 hereof, and if the borrowing of funds Issuer shall also pay or cause to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any paid all other instrument to which the Issuer or any Guarantor is a party or sums payable hereunder by which the Issuer or any Guarantor is bound; (c) the Issuer, then and in that case this Indenture and the Parent or any other Guarantor has paidestate and rights granted hereunder shall cease, or caused to be paidterminate and become null and void, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to thereupon the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment shall, upon Written Request of the Notes at maturity or the Redemption DateIssuer, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been satisfiedcomplied with, forthwith execute proper instruments acknowledging satisfaction of and discharging this Indenture and the lien hereof; provided that, with respect to Bonds for which payment has been provided at the time but which has not in fact been paid, the liability of the Issuer in respect of such Bonds shall continue provided that the Owners thereof shall thereafter be entitled to payment only out of the moneys or Government Securities deposited with the Trustee as provided in this Article. The satisfaction and discharge of this Indenture shall be without prejudice to the rights of the Trustee to charge and be reimbursed by the Issuer and the Borrower for any expenditures which it may thereafter incur in connection herewith. Notwithstanding the release and discharge of the lien of this Indenture as provided above, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, tender and purchase provisions, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost, stolen or Undelivered Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, the holding of moneys in trust, redemption of Bonds and the duties of the Trustee, the Bond Registrar, the Paying Agent and the Remarketing Agent in connection with all of the foregoing, remain in effect and shall be binding upon the Trustee and the Bondowners. The Issuer is hereby authorized to accept a certificate by the Trustee that the whole amount of the principal, redemption premium, if any, and interest so due and payable upon all of the Bonds then Outstanding has been paid or such payment provided for in accordance with Section 1201 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its records. All moneys, funds, securities or other property remaining on deposit in all Funds or Accounts established under this Indenture (other than said moneys or Government Securities or other investments deposited in trust as above provided) shall, upon the full satisfaction of this Indenture, forthwith be transferred, paid over and distributed to the Credit Enhancer and the Borrower in the manner provided in Section 510 hereof. If there is a release and discharge of the lien of this Indenture as provided above, the Trustee shall so notify the Rating Agency.

Satisfaction and Discharge of the Indenture. Legal Defeasance. This Indenture (Indenture, the Parent Guarantee, any Subsidiary Guarantee and all Liens on Collateral created pursuant to each of the Security Documents) and the Guarantees shall be discharged and shall Documents will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder outstanding Notes, and the Trustee, at the Issuer's request and expense, shall execute and deliver proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Notes that have been authenticatedNotes, theretofore authenticated and delivered (except lost, stolen or destroyed Notes that which have been replaced or paid and Notes for whose payment U.S. dollars money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer, Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; cancellation or (ii) all Notes not theretofore therefore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation cancellation, for principalprincipal of, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, ; (b) the Defeasor Issuer has paid all other sums payable under this Indenture by the Issuer; and (c) the Parent must deliver Issuer has delivered to the Trustee an Officers’ ' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been satisfiedcomplied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of Officers of the Issuer. Notwithstanding the satisfaction and discharge of this Indenture pursuant to the preceding paragraph of this Section 8.01, the obligations of the Issuer to the Trustee under Section 7.07 and, if funds shall have been deposited with the Trustee pursuant to such paragraph, the obligations of the Trustee under Section 8.02 and 8.03 shall survive.