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

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice pursuant to Section 3.16(a) and the Issuer irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Optional Redemption of, all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premium, then this Master Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c) and 12.02, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class or Series of Notes and this Master Indenture (the “legal defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with respect to the Issuer)) (the “covenant defeasance” option). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of any Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), 4.01(a), 4.01(b), 4.01(e) and 4.01(f)). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05 and 12.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 and 13.07 shall survive.

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes that have been lost, stolen or destroyed and that have been replaced pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice notice of redemption pursuant to Section 3.16(a3.11(c) and the Issuer irrevocably deposits in the RedemptionDefeasance/Defeasance Redemption Account funds sufficient to pay at maturity, maturity or upon Optional Redemption of, redemption all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premiumIssuer, then this Master Indenture shall, subject to Section 12.01(c11.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c11.01(c) and 12.0211.02, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class or Series of Notes and this Master Indenture (the “legal defeasanceLegal Defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (only with respect to the Issuer) and ), 4.01(f) (only with respect to the Issuer)) ), 5.02 and 5.03 (the “covenant defeasanceCovenant Defeasance” option). The Issuer may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. If the Issuer exercises its legal defeasance Legal Defeasance option, payment of any Notes subject to such legal defeasance Legal Defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (other than with respect to the Issuer), 4.01(f) (other than with respect to the Issuer)) and 4.01(f)5.02(n). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j2.09 and 5.02(n), Article VI, and Sections 8.01, 12.0411.04, 12.05 11.05 and 12.06 11.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 11.04 and 13.07 11.05 shall survive.

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes that have been lost, stolen or destroyed and that have been replaced pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice notice of redemption pursuant to Section 3.16(a3.11(c) and the Issuer irrevocably deposits in the RedemptionDefeasance/Defeasance Redemption Account funds sufficient to pay at maturity, maturity or upon Optional Redemption of, redemption all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08)) and (iii) all amounts owed to any Hedge Provider under any Hedge Agreement and all amounts owed to each of the Policy Provider and the Initial Liquidity Facility Provider have been paid in full, and if in either each case the Issuer pays all other sums payable hereunder by the Issuer including any premiumIssuer, then this Master Indenture shall, subject to Section 12.01(c11.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c11.01(c) and 12.0211.02 hereof, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class or Series of Notes and this Master Indenture (the “legal defeasanceLegal Defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (only with respect to the Issuer) and ), 4.01(f) (only with respect to the Issuer)) ), 5.02 and 5.03 (the “covenant defeasanceCovenant Defeasance” option). The Issuer may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. If the Issuer exercises its legal defeasance Legal Defeasance option, payment of any Notes subject to such legal defeasance Legal Defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (other than with respect to the Issuer), 4.01(f) (other than with respect to the Issuer)) and 4.01(f))5.02(n) hereof. Upon satisfaction of the conditions set forth herein and upon written request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j2.09 and 5.02(n), Article VI, and Sections 8.01, 12.0411.04, 12.05 11.05 and 12.06 11.06 hereof shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 11.04 and 13.07 11.05 shall survive.

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.082.08 hereof) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice notice of redemption pursuant to Section 3.16(a3.10(c) hereof and the Issuer irrevocably deposits in the Redemption118 111 Defeasance/Defeasance Redemption Account funds sufficient to pay at maturity, maturity or upon Optional Redemption of, redemption all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premiumIssuer, then this Master Indenture shall, subject to Section 12.01(c11.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Officers' Certificate and an Opinion of Counselcounsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c11.01(c) and 12.0211.02, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class class or Series subclass of Notes and this Master Indenture (the “"legal defeasance” " option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 5.03 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a)), 4.01(b), 4.01(e4.01(c), 4.01(f) (only with respect to the Issuer) and 4.01(f4.01(g) (only with respect to the Issuer)) (the “"covenant defeasance” " option); provided that no "legal defeasance" option or "covenant defeasance" option may be exercised unless such option is exercised contemporaneously by a Guarantor with respect to all Outstanding Guarantor Additional Notes. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of any Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j5.02(n)), 4.01(a), 4.01(b), 4.01(e4.01(c), 4.01(f) (other than with respect to the Issuer) and 4.01(f)4.01(g) (other than with respect to the Issuer). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s 's obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j5.02(n), Article VI, Sections 8.01, 12.0411.04, 12.05 11.05 and 12.06 11.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s 's obligations in Sections 8.01, 12.04, 12.05 11.04 and 13.07 11.05 shall survive.

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes that have been lost, stolen or destroyed and that have been replaced pursuant to Section 2.082.08 hereof) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice notice of redemption pursuant to Section 3.16(a3.11(c) hereof and the Issuer irrevocably deposits in the RedemptionDefeasance/Defeasance Redemption Account funds sufficient to pay at maturity, maturity or upon Optional Redemption of, redemption all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premiumIssuer, then this Master Indenture shall, subject to Section 12.01(c11.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c11.01(c) and 12.0211.02 hereof, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class or Series of Notes and this Master Indenture (the “legal defeasanceLegal Defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (only with respect to the Issuer) and ), 4.01(f) (only with respect to the Issuer)) ), 5.02 and 5.03 (the “covenant defeasanceCovenant Defeasance” option). The Issuer may exercise its legal defeasance Legal Defeasance option notwithstanding its prior exercise of its covenant defeasance Covenant Defeasance option. If the Issuer exercises its legal defeasance Legal Defeasance option, payment of any Notes subject to such legal defeasance Legal Defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) (other than with respect to the Issuer), 4.01(f) (other than with respect to the Issuer)) and 4.01(f))5.02(n) hereof. Upon satisfaction of the conditions set forth herein and upon written request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j2.09 and 5.02(n), Article VI, and Sections 8.01, 12.0411.04, 12.05 11.05 and 12.06 11.06 hereof shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 11.04 and 13.07 11.05 shall survive.

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice pursuant to Section 3.16(a3.13(a) and the Issuer irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Optional Redemption of, all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premium, then this Master Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c) and 12.02, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class or Series of Notes and this Master Indenture (the “legal defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with respect to the Issuer)) (the “covenant defeasance” option). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of any Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), 4.01(a), 4.01(b), 4.01(e) and 4.01(f)). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05 and 12.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 and 13.07 shall survive.

Discharge of Liability on the Notes; Defeasance. (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Notes (other than Notes replaced pursuant to Section 2.082.08 hereof) for cancellation or (ii) all Outstanding Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice notice of redemption pursuant to Section 3.16(a3.10(c) hereof and the Issuer irrevocably deposits in the RedemptionDefeasance/Defeasance Redemption Account funds sufficient to pay at maturity, maturity or upon Optional Redemption of, redemption all Outstanding Notes, including interest thereon to maturity or the Redemption Date (other than Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premiumIssuer, then this Master Indenture shall, subject to Section 12.01(c11.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer’s Officers' Certificate and an Opinion opinion of Counselcounsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met. (b) Subject to Sections 12.01(c11.01(c) and 12.0211.02, the Issuer at any time may terminate (i) all its obligations under the Notes or any Class class or Series subclass of Notes and this Master Indenture (the “"legal defeasance” " option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 5.03 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a)), 4.01(b), 4.01(e4.01(c), 4.01(f) (only with respect to the Issuer) and 4.01(f4.01(g) (only with respect to the Issuer)) (the “"covenant defeasance” " option); provided that no "legal defeasance" option or "covenant defeasance" option may be exercised unless such option is exercised contemporaneously by a Guarantor with respect to all Outstanding Guarantor Additional Notes. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of any Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j5.02(n)), 4.01(a), 4.01(b), 4.01(e4.01(c), 4.01(f) (other than with respect to the Issuer) and 4.01(f)4.01(g) (other than with respect to the Issuer). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s 's obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j5.02(n), Article VI, Sections 8.01, 12.0411.04, 12.05 11.05 and 12.06 11.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s 's obligations in Sections 8.01, 12.04, 12.05 11.04 and 13.07 11.05 shall survive.