Satisfaction and Discharge of the Indenture. This Indenture (and all Liens on Collateral created pursuant to the Security Documents) and the Guarantees shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in this Indenture) as to all Notes issued hereunder when (a) either (i) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment U.S. dollars has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Defeasor, the Parent or any other Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash denominated in dollars, non-callable Government Securities, or a combination of cash in dollars, non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (c) the Issuer, the Parent or any other Guarantor has paid, or caused to be paid, all sums payable under this Indenture; and (d) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to give the notice of redemption and apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. In addition, the Defeasor and the Parent must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
Satisfaction and Discharge of the Indenture. This Indenture will be discharged and will cease to be of further effect as to all outstanding Securities when:
Satisfaction and Discharge of the Indenture. This Indenture will be discharged and will cease to be of further effect as to all outstanding Securities when:
(a) all Securities theretofore authenticated and delivered (except lost, stolen or destroyed Securities which have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to Issuer) have been delivered to Trustee for cancellation; or
(1) all Securities not theretofore delivered to Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise and Issuer has irrevocably deposited or caused to be deposited with Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on the Securities not theretofore delivered to Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;
(2) Issuer has paid all sums payable by it under this Indenture; and
(3) Issuer has delivered irrevocable instructions to Trustee to apply the deposited money toward the payment of the Securities at maturity or the redemption date, as the case may be.
Satisfaction and Discharge of the Indenture. (a) When (i) all of the Bonds are deemed to be paid as provided in Section 1202, (ii) provision has been made for paying all other sums payable hereunder, including the reasonable fees and expenses of the Trustee, the Issuer, the Paying Agent, the Bond Registrar, the Remarketing Agent and the Tender Agent to the date of retirement of the Bonds, and (iii) provision has been made for paying all obligations owed to the Letter of Credit Provider under the Letter of Credit Provider Documents, then the right, title and interest of the Trustee in respect hereof shall thereupon cease, determine and be void. Thereupon, the Trustee shall cancel, discharge and release the lien of this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be necessary to evidence such release and the satisfaction and discharge of the lien of this Indenture, and shall assign and deliver to the Issuer any property and revenues at the time subject to this Indenture that may then be in its possession, except amounts in the Bond Funds required to be paid to the Letter of Credit Provider and the Lessee under Section 507 and except funds or securities held by the Trustee for the payment of the principal of and redemption premium, if any, and interest on the Bonds or the purchase price of any Undelivered Bonds.
(b) The Issuer is hereby authorized to accept a certificate by the Trustee that all amounts payable under clauses (a)(i), (ii) and (iii) have been paid or such payment has been provided for in accordance with Section 1202 as evidence of satisfaction of this Indenture.
Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.12, 3.13, 3.14, 3.17 and 3.23, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.06 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:
(i) All Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation;
(ii) The Issuer has paid or caused to be paid all Issuer Obligations; and
(iii) the Issuer has delivered to the Indenture Trustee and the Indenture Administrative Agents an Officer’s Certificate, and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Satisfaction and Discharge of the Indenture. Section 10.9 of the Base Indenture is hereby deleted in its entirety and replaced with the following text: “
Satisfaction and Discharge of the Indenture. (a) Article 13 of the Indenture is hereby amended by adding the following as Section 13.14 of the Indenture:
Satisfaction and Discharge of the Indenture. The Indenture and the respective obligations and responsibilities of the Issuer, the Master Servicers and the Trustee created hereby (other than the obligation of the Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except with respect to the duties described in Sections 7.03, 8.04, 11.04, 12.02(b), 13.11 and 13.14 upon the earlier to occur of (i) at the option of the Issuer exercisable by an Order to the Trustee to such effect, any day following the Collection Date of the last outstanding Series, and (ii) such earlier time as all outstanding Notes theretofore authenticated and issued hereunder have been delivered (other than any Notes which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 6.02) to the Trustee for cancellation and the Issuer shall have paid all sums hereunder and under the Notes; provided, however, that if, at any time after the payment that would have otherwise resulted in the satisfaction and discharge of this Indenture and such obligations, such payment is rescinded or must otherwise be returned for any reason, effective upon such rescission or return such satisfaction and discharge of this Indenture and such obligations shall automatically be deemed never to have occurred and the Indenture and such obligations shall be deemed to be in full force and effect.
Satisfaction and Discharge of the Indenture. The Company shall be deemed to have paid and discharged the entire Indebtedness on the Securities and the provisions of this Indenture shall cease to be of further effect (subject to Section 9.3), if:
(1) The Company irrevocably deposits in trust with the Trustee, pursuant to an irrevocable trust and security agreement in form and substance reasonably satisfactory to the Trustee, (i) U.S. Legal Tender, (ii) U.S. Government Obligations, or (iii) a combination thereof, in an amount after payment of all Federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, which through the payment of principal and interest will provide, not later than one Business Day before the due date of payment in respect of the Securities, U.S. Legal Tender in an amount which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof (in form and substance reasonably satisfactory to the Trustee) delivered to the Trustee, is sufficient to pay the principal of, premium, if any, and each installment of principal and interest on the Securities then outstanding on the dates on which any such payments are due and payable in accordance with the terms of this Indenture and of the Securities;
(2) Such deposits shall not cause the Trustee to have a conflicting interest as defined in and for purposes of the TIA;
(3) No Default or Event of Default shall have occurred or be continuing on the date of such deposit or shall occur on or before the 91st day (or one day after such other greater period of time in which any such deposit of trust funds may remain subject to bankruptcy or insolvency laws) after the date of such deposit, and such deposit will not result in a Default or Event of Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument to which the Company, any Guarantor or any Subsidiary of the Company or any Guarantor is a party or by which it or its property is bound;
(4) The deposit, defeasance and discharge will not be deemed, or result in, a Federal income taxable event to the Holders of the Securities and the Holders will be subject to Federal income tax only in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;
(5) The deposit shall not result in the Company, the Trustee or the trust becoming an "investment company" under...
Satisfaction and Discharge of the Indenture. On February 3, 1997 (the "Termination Date"), MEDIQ/PRN's obligations under the Senior Secured Notes and the Indenture shall terminate, other than MEDIQ/PRN's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.13, 4.02, 7.07, 7.08, 8.03 and 8.04 of the Indenture, which shall survive until the Senior Secured Notes are no longer outstanding, and thereafter MEDIQ/PRN's obligations in Sections 7.07, 8.03 and 8.04 of the Indenture shall survive. Except as provided above, MEDIQ/PRN's obligations under the Senior Secured Notes and the Indenture shall be finally and completely discharged and released. Effective as of the Termination Date, all liens in the Collateral and all other property of MEDIQ/PRN in favor of the Trustee for the benefit of the holders of the Senior Secured Notes, including without limitation all liens created by or arising under the Indenture, the Security Agreement or the Collateral Account Agreement, shall be terminated and released without need for further action by the Trustee or any other Person. The Collateral Agent hereby agrees to execute and deliver such instruments as MEDIQ/PRN may reasonably request to evidence the release of the liens under the Indenture and the Security Agreement, including without limitation (i) UCC-3 termination statements, and (ii) the return of any pledged collateral. The Trustee hereby authorizes the filing and recording of the release documents and termination statements.
