Common use of Discharge of Liability on Securities Clause in Contracts

Discharge of Liability on Securities. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii), the Company irrevocably deposits with the Trustee (x) money, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, 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 cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise contemplated by Section 2.03, when (a) When either (i) the Company delivers to the Trustee all outstanding Securities or all outstanding Securities of any series, as the case may be, theretofore authenticated and delivered (other than (i) Securities or Securities of such series, as the case may be, which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09, and (ii) Securities or Securities of such series, as the case may be, for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 3.05) for cancellation or (b) all outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the amount of all Principal of and interest on outstanding Securities or all outstanding Securities of such series (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii2.09), the Company irrevocably deposits with the Trustee (x) money, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, 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 shall, subject to Section 7.07, cease to be of further effecteffect as to all outstanding Securities or all outstanding Securities of any series, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure as the Securities and Subsidiary Guarantees will be releasedcase may be. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel Counsel, each containing the applicable information specified in Sections 11.04 and 11.05, and at the cost and expense of the Company.

Discharge of Liability on Securities. (a) When either (i) the Company ------------------------------------ delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii), and the Company irrevocably deposits with the Trustee (x) moneycash or, (y) U.S. Government Obligations or (z) shares of Common Stockif expressly permitted by the terms hereof, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case securities sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity the Stated Maturity, the Purchase Date, the Change in Control Purchase or the Redemption Date, the Principal Amount, the Purchase Price, the Change in Control Purchase Price or the Redemption Price, as the case may be, of all outstanding Securities, including interest thereon to maturity Securities (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be), and if if, in the case of either clause (i) or (ii) case, the Company pays has paid 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 shall, subject to Section 7.06, cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise provided as contemplated by Section 2.3(a), when (a) When either (i) the Company delivers to the Trustee all outstanding Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.6) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii2.9), the Company irrevocably deposits with the Trustee (x) money, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, 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 shall, subject to Section 7.7, cease to be of further effecteffect as to all Outstanding Securities or all Outstanding Securities of any series, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure as the Securities and Subsidiary Guarantees will be releasedcase may be. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. (a) When either (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or cancellation, (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii), and the Company or Holdings, as applicable, irrevocably deposits with the Trustee Trustee, the Paying Agent (xif the Paying Agent is not the Company or any of its Affiliates) moneycash or, if expressly permitted by the terms of the Securities, the Exchange Agreement or the Indenture, Common Stock (yas defined in the Exchange Agreement) U.S. Government Obligations sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), or (ziii) shares of all outstanding Securities have been exchanged and delivered to Holdings and Holdings irrevocably deposits with the Exchange Agent, Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, Stock (as applicable, in each case sufficient (if payable other than solely in money, defined in the opinion Exchange Agreement) pursuant to the terms of a nationally recognized bankthe Exchange Agreement, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) sufficient to pay at maturity all amounts due and owing on all outstanding Securities, including interest thereon to maturity Securities (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, 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 and the Exchange Agreement shall, subject to Section 7.07, cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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’ Officer's Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. (a) When either (i) the Company ------------------------------------- delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii), and the Company irrevocably deposits with the Trustee (x) moneycash or, (y) U.S. Government Obligations or (z) shares of Common Stockif expressly permitted by the terms hereof, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case securities sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity the Stated Maturity, the Purchase Date, the Change in Control Purchase or the Redemption Date, the Principal Amount, the Purchase Price or contingent interest (if any shall be due and unpaid), the Change in Control Purchase Price or the Redemption Price, as the case may be, of all outstanding Securities, including interest thereon to maturity Securities (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be), and if if, in the case of either clause (i) or (ii) case, the Company pays has paid 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 shall, subject to Section 7.06, cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. (a) When either (i) the Company delivers to the Trustee all outstanding Securities of any series for cancellation (other than Securities replaced pursuant to Article 2 and Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 2.07) for cancellation 8.06), or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) of such series have become due and payable payable, whether at maturity or (2) have been converted, and, in as a result of the case mailing of (ii), a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the Trustee (x) moneycash in the Currency in which such Securities are denominated, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case a combination thereof sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity or upon redemption all outstanding SecuritiesSecurities of such series, including premium and interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversionsArticle 2), as the case may beand premium, if any, 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 shall, subject to Sections 8.02(b), cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ ' Certificate and an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise provided as contemplated by Section 2.3(a), when (a) When either (i) the Company delivers to the Trustee all outstanding Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.6) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstand- ing Securities of such series (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii2.9), the Company irrevocably deposits with the Trustee (x) money, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, 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 shall, subject to Section 7.7, cease to be of further effecteffect as to all Outstanding Securities or all Outstanding Securities of any series, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure as the Securities and Subsidiary Guarantees will be releasedcase may be. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. Except as otherwise provided as contemplated by Section 2.3(a), when (a) When either (i) the Company delivers to the Trustee all outstanding Outstanding Securities or all Outstanding Securities of any series, as the case may be, theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9, (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 2.6) for cancellation or (b) all Outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay at Stated Maturity the Principal Amount of all Principal of and interest on Outstanding Securities or all Outstanding Securities of such series (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii2.9), the Company irrevocably deposits with the Trustee (x) money, (y) U.S. Government Obligations or (z) shares of Common Stock, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity all outstanding Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be, 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 shall, subject to Section 7.7, cease to be of further effecteffect as to all Outstanding Securities or all Outstand- ing Securities of any series, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure as the Securities and Subsidiary Guarantees will be releasedcase may be. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel and at the cost and expense of the Company.

Discharge of Liability on Securities. (a) When either (i) the Company ------------------------------------ delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding Securities not theretofore delivered to the Trustee for cancellation: (1) have become due and payable or (2) have been converted, and, in the case of (ii), and the Company irrevocably deposits with the Trustee (x) moneycash or, (y) U.S. Government Obligations or (z) shares of Common Stockif expressly permitted by the terms hereof, solely to satisfy the Company’s Optional Conversion or Mandatory Conversion obligations, as applicable, in each case securities sufficient (if payable other than solely in money, in the opinion of a nationally recognized bank, appraisal firm or independent accounting firm), without consideration of any reinvestment of interest, (A) to pay at maturity the Stated Maturity, the Purchase Date, the Change in Control Purchase or the Redemption Date, the Contingent Principal Amount, the Purchase Price or contingent interest (if any shall be due and unpaid), the Change in Control Purchase Price or the Redemption Price, as the case may be, of all outstanding Securities, including interest thereon to maturity Securities (other than Securities replaced pursuant to Section 2.07) or (B) to satisfy all conversions, as the case may be), and if if, in the case of either clause (i) or (ii) case, the Company pays has paid 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 shall, subject to Section 7.06, cease to be of further effect, each Subsidiary Guarantor will be released from all its obligations with respect to its Subsidiary Guarantee and any security granted to secure the Securities and Subsidiary Guarantees will be released. Upon satisfaction of the conditions set forth in this Section 8.01, the The Trustee shall acknowledge 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 an Opinion of Counsel and at the cost and expense of the Company.