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

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(A) all outstanding Notes of such series have become due and payable, whether at 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 of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such series, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i1) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered (other than Notes replaced pursuant to the Trustee Section 2.07) for cancellation cancellation, or (ii)(A2) all outstanding Notes of such series have become due and payable, whether at maturity, as maturity or on a result of repayment at the option of the Holders or redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, or (B3) the all outstanding Notes of such series shall will become due and payable at their Stated Maturity within one year, year or the Notes of such series are to be called for redemption within 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 Company, and, in each the case of clauses (a)(2) and (a)(3) of this clause (ii)Section 8.01, the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date (other than Notes replaced pursuant to Section 2.07), and if in the any case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company (accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the Company 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 Company).

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(Aii) (A) all outstanding Notes of such series have become due and payable, whether at 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 of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the 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 of such series, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company or any guarantor, if applicable, pays all other sums payable hereunder by the CompanyCompany 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 Company or any guarantor, if applicable, accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i1) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered (other than Notes replaced pursuant to the Trustee Section 2.07) for cancellation or (ii)(A2) all outstanding Notes of such series have become due and payable, whether at maturity, as maturity or on a result of repayment at the option of the Holders or redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, or (B3) the all outstanding Notes of such series shall will become due and payable at their Stated Maturity within one year, year or the Notes of such series are to be called for redemption within 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 Company, and, in each the case of clauses (a)(2) and (a)(3) of this clause (ii)Section 8.01, the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date (other than Notes replaced pursuant to Section 2.07), and if in the any case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(Aii) (A) all outstanding Notes of such series have become due and payable, whether at 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 of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the 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 of such seriesNotes, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company or any guarantor, if applicable, pays all other sums payable hereunder by the CompanyCompany 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 Company or any guarantor, if applicable, accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(Aii) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date, and if in the either case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the 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 Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i) the Company Issuer delivers to the Trustee all outstanding Notes of such series that have not already been delivered (other than Notes replaced pursuant to the Trustee Section 2.7) for cancellation or (ii)(Aii) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall will become due and payable at their Stated Maturity within one year91 days, or the Notes of such series are to be called for redemption within one year 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 CompanyIssuer, and, in each case of this clause (ii), the Company Issuer irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date (other than Notes replaced pursuant to Section 2.7), and if in either case the case of either clause (i) or (ii) the Company Issuer pays all other sums payable hereunder by the CompanyIssuer, 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 Company Issuer accompanied by an Officers’ Officer's Certificate from the Company and an Opinion of 63 -63- Counsel from the Company 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 CompanyIssuer.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(A) all outstanding Notes of such series have become due and payable, whether at 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 of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such series, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the 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 Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i) the Company delivers Issuers deliver to the Trustee all outstanding Notes of such series that have not already been delivered (other than Notes replaced pursuant to the Trustee Section 2.7) for cancellation or (ii)(Aii) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall will become due and payable at their Stated Maturity within one year91 days, or the Notes of such series are to be called for redemption within one year 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 Companythis Indenture, and, in each case of this clause (ii), the Company 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 of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date (other than Notes replaced pursuant to Section 2.7), and if in either case the case of either clause (i) or (ii) the Company pays Issuers pay all other sums payable hereunder by the CompanyIssuers, 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 Company Issuers accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the Company 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 CompanyIssuers.

Discharge of Liability on Notes; Defeasance. (a) With Subject to Section 8.2(b), the Company at any time may terminate (i) all its obligations under the Notes and the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture ("legal defeasance"), and after giving effect to such legal defeasance, any omission to comply with such 72 obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under clause (3) of Section 4.1(a) and Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19 and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), (4) and (5) of Section 6.1, and the events specified in clauses (6), (7) (but only with respect to a series Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), (8) and (9) of Section 6.1 shall no longer constitute an Event of Default (clause (ii) being referred to as the "Covenant Defeasance"), but except as specified above, the remainder of the Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes, when (i) and the Subsidiary Guarantees in effect at such time shall terminate. If the Company delivers to exercises its Covenant Defeasance option, payment of the Trustee all outstanding Notes may not be accelerated because of such series that have not already been delivered to the Trustee for cancellation an Event of Default specified in clauses (4) or (ii)(A5) all outstanding Notes of Section 6.1 (as such series have become due clauses relate to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19), or in clauses (6), (7) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), (8) and payable, whether at maturity, as a result (9) of repayment at the option Section 6.1 or because of the Holders or as a result failure of the mailing Company to comply with clause (3) of a notice Section 4.1(a). Upon satisfaction of redemption pursuant to Article III hereof or (B) the Notes of such series shall become due conditions set forth herein and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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, upon request of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such series, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and in writing the discharge of this Indenture on demand of those obligations that the Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Companyterminates.

Discharge of Liability on Notes; Defeasance. (a) With respect Any Note Guarantees and this Indenture will be discharged and cease to a series be of further effect (except as to surviving rights of conversion or transfer or exchange of the Notes, when (ias expressly provided for in this Indenture) the Company delivers as to the Trustee all outstanding Notes of such series that 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 not already been released to the Issuers) have been delivered to the Trustee for cancellation cancellation; or (ii)(Ab) all outstanding Notes of such series not previously delivered to the Trustee for cancellation (i) have become due and payable, whether at 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 (Bii) the Notes of such series shall will become due and payable at their Stated Maturity within one year, year or the Notes of such series (iii) are to be called for redemption within 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 Company, and, in each case of this clause Issuers; (ii), 2) the Company irrevocably deposits Issuers have deposited or causes caused to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesmoney, including interest thereon to maturity or such Redemption Date, and if European Government Obligations (in the case of either clause the Euro Notes), U.S. Government Obligations (i) in the case of the Dollar Notes), or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire indebtedness on the Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (iiin the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; (3) the Company pays Issuer has paid or caused to be paid all other sums payable hereunder by under this Indenture; and (4) the Company, then this Indenture shall, subject Issuer has delivered to Section 8.1(c), cease to be of further effect. The the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Officer’s Certificate from the Company and an Opinion of Counsel from each to the Company effect that all conditions precedent provided herein for 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 at the cost foregoing clauses (1), (2) and expense of the Company(3)).

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of the Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(A) all outstanding Notes of such series have become due and payable, whether at 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 of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the 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 of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for relating to satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Companywith.

Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(Aii) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date, and if in the either case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the 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 Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i1) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered (other than Notes replaced pursuant to the Trustee Section 2.07) for cancellation cancellation, or (ii)(A2) all outstanding Notes of such series have become due and payable, whether at maturity, as maturity or on a result of repayment at the option of the Holders or redemption date as a result of the mailing of a notice of redemption pursuant to Article III hereof 3 hereof, or (B3) the all outstanding Notes of such series shall will become due and payable at their Stated Maturity within one year, year or the Notes of such series are to be called for redemption within 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 Company, and, in each the case of clauses (a)(2) and (a)(3) of this clause (ii)Section 8.01, the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date (other than Notes replaced pursuant to Section 2.07), and if in the any case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Company.

Discharge of Liability on Notes; Defeasance. With respect to the Notes, (a) With respect to a series of Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(A) all outstanding Notes of such series have become due and payable, whether at 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 of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the 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 Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of Notes, when When (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered (other than Notes replaced pursuant to the Trustee Section 2.7) for cancellation or (ii)(Aii) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall will become due and payable at their Stated Maturity within one year91 days, or the Notes of such series are to be called for redemption within one year 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 Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date (other than Notes replaced pursuant to Section 2.7), and if in the either case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, 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 Company accompanied by an Officers’ ' Certificate from the Company and an Opinion of Counsel from the 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 Company.

Discharge of Liability on Notes; Defeasance. (a) With respect to a series of the Notes, when (i) the Company delivers to the Trustee all outstanding Notes of such series that have not already been delivered to the Trustee for cancellation or (ii)(Aii) all outstanding Notes of such series have become due and payable, whether at maturity, as a result of repayment at the option of the Holders maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or (B) the Notes of such series shall become due and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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 Company, and, in each case of this clause (ii), the 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 of such seriesNotes, including interest thereon to maturity or such Redemption Dateredemption date, and if in the either case of either clause (i) or (ii) the Company or the Guarantor pays all other sums payable hereunder by the Company, 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 Company or the Guarantor accompanied by an Officers’ Certificate from the Company or the Guarantor and an Opinion of Counsel from the 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 CompanyCompany or the Guarantor.

Discharge of Liability on Notes; Defeasance. (a) With Subject to Section 8.2(b), the Company at any time may terminate (i) all its obligations under the Notes and the Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and the Indenture (“legal defeasance”), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under clause (3) of Section 4.1(a) and Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19 and the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under clauses (3), (4) and (5) of Section 6.1, and the events specified in clauses (6), (7) (but only with respect to a series Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), (8) and (9) of Section 6.1 shall no longer constitute an Event of Default (clause (ii) being referred to as the “Covenant Defeasance”), but except as specified above, the remainder of the Indenture and the Notes shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its Covenant Defeasance option. If the Company exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to the Notes, when (i) and the Subsidiary Guarantees in effect at such time shall terminate. If the Company delivers to exercises its Covenant Defeasance option, payment of the Trustee all outstanding Notes may not be accelerated because of such series that have not already been delivered to the Trustee for cancellation an Event of Default specified in clauses (4) or (ii)(A5) all outstanding Notes of Section 6.1 (as such series have become due clauses relate to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15 or 3.19), or in clauses (6), (7) (but only with respect to a Significant Subsidiary or group of Restricted Subsidiaries that would constitute a Significant Subsidiary), (8) and payable, whether at maturity, as a result (9) of repayment at the option Section 6.1 or because of the Holders or as a result failure of the mailing Company to comply with clause (3) of a notice Section 4.1(a). Upon satisfaction of redemption pursuant to Article III hereof or (B) the Notes of such series shall become due conditions set forth herein and payable at their Stated Maturity within one year, or the Notes of such series are to be called for redemption within 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, upon request of the Company, and, in each case of this clause (ii), the Company irrevocably deposits or causes to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes of such series, including interest thereon to maturity or such Redemption Date, and if in the case of either clause (i) or (ii) the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and in writing the discharge of this Indenture on demand of those obligations that the Company accompanied by an Officers’ Certificate from the Company and an Opinion of Counsel from the Company that all conditions precedent provided herein for satisfaction and discharge of this Indenture have been complied with at the cost and expense of the Companyterminates.