Common use of Discharge of Liability on Securities Clause in Contracts

Discharge of Liability on Securities. When (a) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (b) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of Counsel.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company or any Guarantor irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) hereof, securities sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the CompanyCompany (including, without limitation, sums payable by delivery of shares of Common Stock pursuant to Section 3.08), then this Indenture shall, subject to Section 8.077.06, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion AgentTrustee Cash and/or securities, as applicable, cash and shares of Common Stock or other property (as applicable under permitted by the terms of this Indenture) hereof, sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (a) the Company delivers to the Trustee Registrar all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (b) all outstanding Securities have become due and payable or have been converted, and the Company irrevocably deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Trustee cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07)) or delivers all amounts owing on conversion, as the case may be, and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.072.07, cease to be of further effect; provided, however, that the foregoing shall not discharge the Company’s obligation to effect conversion, registration of transfer or exchange of Securities in accordance with the terms of this Indenture. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture with respect to the Securities on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, if expressly permitted by the Paying Agent terms of the Securities or the Conversion AgentIndenture, as applicable, cash and shares of Common Stock or other property (as applicable under in accordance with the terms of this Indenturehereof) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company or any Guarantor irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion Agent, as applicable, cash and shares of or Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCounsel and at the cost and expense of the Company.

Discharge of Liability on Securities. When (ai) the Company delivers causes to be delivered to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable (whether on conversion, maturity, repurchase or otherwise) and the Company deposits with the TrusteeTrustee cash and, the Paying Agent or the Conversion Agent, as if applicable, cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the -------------------------------------------------- Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the --------------------------------------------------- the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) the Securities, Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company ----------------------------------------------------- delivers to the Trustee all outstanding Securities (other than Securities 44 replaced or repaid pursuant to Section 2.072.7) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion AgentTrustee cash (and, as applicablepermitted by this Indenture, cash and shares of Common Stock or other property (as applicable under the terms of this IndentureStock) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When If, after all Obligations (aas defined in the Credit Agreement) under the Credit Agreement have been fully repaid, (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.072.7) for cancellation or (bii) all outstanding Securities have shall become due and payable and within one year, and, in each case, the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Trustee cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either each case the Company pays all other sums payable hereunder by the CompanyCompany or otherwise payable to the Holders in relation thereto, then this Indenture shall, subject to Section 8.078.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (a) the Company Partnership delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.10 hereof) for cancellation or (b) all outstanding Securities have become due and payable and the Company Partnership irrevocably deposits with the Trustee, Trustee or the Paying Agent (if the Paying Agent is not the Partnership or the Conversion Agent, as applicable, any of its Affiliates) cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.10 hereof), and if in either case the Company Partnership pays all other sums payable hereunder by the CompanyPartnership, then this Indenture shall, upon a Partnership Order, subject to Section 8.077.07 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company Partnership acknowledging satisfaction and discharge of this Indenture on demand of the Partnership accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselPartnership.

Discharge of Liability on Securities. When (ai) the Company ------------------------------------ delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) hereof, securities sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the CompanyCompany (including, without limitation, sums payable by delivery of shares of Common Stock pursuant to Section 3.08), then this Indenture shall, subject to Section 8.077.06, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (a) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.10 hereof) for cancellation or (b) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, Trustee or the Paying Agent (if the Paying Agent is not the Company or the Conversion Agent, as applicable, any of its Affiliates) cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.10 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, upon a Company Order, subject to Section 8.077.07 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCounsel and at the cost and expense of the Company.

Discharge of Liability on Securities. When When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any Subsidiary or any Affiliate of either of them) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company or any Guarantor irrevocably deposits with the Trustee, Trustee or the Paying Agent (if the Paying Agent is not the Company or the Conversion Agent, as applicable, any of its Affiliates) cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable or subject to redemption and the Company deposits with the Trustee, Trustee or the Paying Agent or cash and/or, in the Conversion Agentcase of a redemption, as applicableApplicable Stock, cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation cancelation or (bii) all outstanding out standing Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion AgentTrustee cash and/or securities, as applicable, cash and shares of Common Stock or other property (as applicable under permitted by the terms of this Indenture) hereof, sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable pay able hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company or the Guarantor delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.05) for cancellation or (bii) all outstanding Securities have become due and payable and the Company or the Guarantor deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Trustee cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.072.05), and if in either case the Company or the Guarantor pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.07Sections 4.02 and 6.05, cease to be of further effect. The Trustee shall shall, at the cost and expense of the Company, join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers’ Officer's Certificate and Opinion of Counsel, each stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with.

Discharge of Liability on Securities. When (a) the Company delivers to the Trustee Registrar all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (b) all outstanding Securities have become due and payable payable, and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, cash and any pending conversions have been completed (including delivery of all shares of Common Stock or other property (as applicable under Reference Property, if applicable, deliverable pursuant to such conversions, plus any cash for fractional shares) and the terms of this Indenture) Company irrevocably deposits with the Trustee cash sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging acknowledge satisfaction and discharge of this Indenture with respect to the Securities on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the -------------------------------------------------- Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) the Securities, Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7) for cancellation or (bii) subject to any extension required by Section 12.13(b) to effect settlement upon conversion of Securities, all outstanding Securities have become due and payable (whether at the Stated Maturity or upon acceleration, or on any Fundamental Change Repurchase Date) and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Agent cash and shares of Common Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.078.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, cash and shares of or Common Stock or other property (as applicable under in accordance with the terms of this Indenturehereof) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When When (ai) the Company delivers to the Trustee or any Paying Agent all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Trustee or any Paying Agent or the Conversion Agentcash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) the Securities, Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.079.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company ------------------------------------ delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) hereof, securities sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the CompanyCompany (including, without limitation, sums payable by delivery of shares of Series A Common Stock pursuant to Section 3.08), then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of the Securities or this Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Ordinary Shares sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCounsel and at the cost and expense of the Company.

Discharge of Liability on Securities. When (a) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) for cancellation or (b) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as if applicable, cash and shares of Common Stock or other property (as applicable under or, if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.072.7) for cancellation or (bii) all outstanding Securities have become due and payable (whether at the Stated Maturity or upon acceleration, or on any Designated Event Purchase Date, or upon conversion) and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Agent cash and shares of Common or Applicable Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.079.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCounsel and at the cost and expense of the Company.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.072.7) for cancellation or (bii) all outstanding Securities have become due and payable (whether at the Stated Maturity or upon acceleration, or on any Redemption Date, Purchase Date or Fundamental Change Purchase Date, or upon conversion) and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Agent cash and shares of Common or Applicable Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.079.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer's Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of the Securities or this Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (a) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7 hereof) for cancellation or (b) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.7 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate of the Company and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof) for cancellation cancellation, or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent or the Conversion AgentTrustee Cash and/or securities, as applicable, cash and shares of Common Stock or other property (as applicable under permitted by the terms of this Indenture) hereof, sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.072.07 hereof), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) or the Conversion AgentAgent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Ordinary Shares sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the Trustee, the Paying Agent (if the Paying Agent is not the Company or any Subsidiary or any Affiliate of either of them) or the Conversion AgentExchange Agent cash or, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this Indenture) hereof, securities sufficient to pay all amounts due and owing on at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the CompanyCompany (including, without limitation, sums payable by delivery of shares of Common Stock pursuant to Section 3.08), then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the --------------------------------------------------- Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (bii) all outstanding Securities have become due and payable and the Company deposits with the TrusteeTrustee cash or, the Paying Agent or the Conversion Agent, as applicable, cash and shares of Common Stock or other property (as applicable under if expressly permitted by the terms of this the Securities or the Indenture) , Common Stock sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.077.07, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.

Discharge of Liability on Securities. When (ai) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.072.7) for cancellation or (bii) all outstanding Securities have become due and payable (whether at the Stated Maturity or upon acceleration, or on any Redemption Date, Purchase Date or Designated Event Purchase Date, or upon conversion) and the Company deposits with the Trustee, the Paying Agent or the Conversion Agent, as applicable, Agent cash and shares of Common or Applicable Stock or other property (as applicable under the terms of this Indenture) sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.072.7), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.079.7, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and Opinion of Counsel and at the cost and expense of the Company and accompanied by an Officers’ Certificate and Opinion of CounselCompany.