Common use of Satisfaction and Discharge of the Indenture Clause in Contracts

Satisfaction and Discharge of the Indenture. (a) When the principal of, premium, if any, and interest on all Bonds shall have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 hereof, and provision shall also have been made for paying all other sums payable hereunder, including the fees and expenses of the Trustee and the Paying Agents to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) When 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 principal ofrights, premium, if anyobligations 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 interest the Indenture Trustee, on all Bonds 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 accordance with their terms Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or provision has been made for segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such paymenttrust, as provided in Section 13.02 hereof, and provision shall also 3.03) have been made delivered to the Indenture Trustee for paying cancellation; (ii) The Issuer has paid or caused to be paid all other sums payable hereunder, including Issuer Obligations; and (iii) the fees and expenses of Issuer has delivered to the Indenture Trustee and the Paying Indenture Administrative Agents an Officer’s Certificate, and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bondshave been complied with. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. (a) When (i) all of the principal of, premium, if any, and interest on all Bonds shall have been are deemed to be paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 hereof1202, and (ii) provision shall also have has been made for paying all other sums payable hereunder, including the reasonable fees and expenses of the Trustee Trustee, the Issuer, the Paying Agent, the Bond Registrar, the Remarketing Agent and the Paying Agents 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 duties right, title and interest of the Trustee under this Indenture in respect hereof shall thereupon cease, determine and be void. Thereupon 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 requisite 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 which that may then be in its possession, except amounts in the Principal and Interest Payment Account Bond Funds required to be paid to the Company Letter of Credit Provider and the Lessee under Section 6.03 hereof 507 and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, 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 the principal ofall amounts payable under clauses (a)(i), premium, if any, (ii) and interest due and payable upon all of the Bonds then Outstanding (iii) have been paid or such payment has been provided for in accordance with Section 13.02 hereof 1202 as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) When the principal of, premium, if any, either (i) all Securities theretofore authenticated and interest on all Bonds shall delivered (other than Securities that have been destroyed, lost or stolen and which have been replaced or paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 hereof2.7) have been delivered to the Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable whether at the Final Maturity Date or upon acceleration, or with respect to any Fundamental Change Purchase Date, and provision shall also have been made for paying the Company deposits with the Paying Agent or Conversion Agent, as the case may be, Cash, Common Stock or other consideration, or a combination thereof, as applicable hereunder, sufficient to pay on such date all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7) on such date (and such deposit is permitted under Article XI); (b) the Company has paid or caused to be paid all other sums payable hereunder, including hereunder by the fees and expenses of Company; and (c) the Company has delivered to the Trustee an Officers’ Certificate and the Paying Agents an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, and shall assign and deliver the obligations of the Company to the Issuer Trustee under Section 9.6 and, if money shall have been deposited with the Trustee pursuant to Section 13.1(a)(ii), the obligations of the Trustee under Section 13.2 shall survive such satisfaction and discharge. Notwithstanding anything herein to the contrary, Article IV, Article XI and Article XIII and Section 2.4, Section 2.6, Section 2.7, Section 2.8, Section 6.1, Section 6.5, Section 6.6 and Section 9.6 shall survive any property at the time subject to discharge of this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 hereof and except funds or securities in which until such funds time as there are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bondsno Securities outstanding. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) When 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 3.01(a), 3.02, 3.03, 3.05, 3.12, 3.14 and 3.15, (e) the principal ofrights, premium, if anyobligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 7.07 and the obligations of the Indenture Trustee under Section 13.02) 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 interest the Indenture Trustee, on demand of and at the expense of Owner Trustee, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when: (i) either: (A) all Bonds shall Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in accordance with their terms Section 2.08 and (2) Notes for which payment money has theretofore been deposited in trust or provision has been made for segregated and held in trust by Owner Trustee and thereafter repaid to Owner Trustee or discharged from such paymenttrust, as provided in Section 13.02 hereof3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (1) have become due and payable; (2) will become due and payable at the Final Scheduled Distribution Date within one year; or (3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and provision at the expense, of Owner Trustee; and Owner Trustee, in the case of clauses (1), (2) or (3), has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which 115 125 will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the Final Scheduled Distribution Date or Redemption Date (if Notes shall also have been made called for paying redemption pursuant to Section 6.01(a) or 6.02), as the case may be; (ii) Owner Trustee has paid or caused to be paid all other sums payable hereunderhereunder by the Trust, including the fees and expenses of the Trustee and the Paying Agents all amounts owing to the date of retirement of the Bonds, then the duties of the Note Insurer; and (iii) Owner Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver has delivered to the Issuer such instruments Indenture Trustee an Officer's Certificate, an Opinion of satisfaction Counsel and discharge (if required by the TIA or release as shall be requisite the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 14.01(a) and each stating that all conditions precedent herein provided for relating to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bondshave been complied with. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. In addition to its rights under Section 8.01 above, the Company may terminate all of its obligations under this Indenture (asubject to Section 8.03 hereof) When the principal of, premium, if any, if: (1) either (A) all Securities theretofore authenticated and interest on all Bonds shall delivered (other than Securities which have been destroyed, lost or stolen and which have been replaced or paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 2.07 hereof, and provision shall also ) have been made delivered to the Trustee for paying cancellation; or (B) all Securities not theretofore delivered to the Trustee for cancellation: (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year; and the Company, in the case of (i) or (ii) above, has irrevocably deposited in trust with the Trustee, pursuant to an irrevocable trust agreement in form reasonably satisfactory to the Trustee, as trust funds in trust solely for the benefit of the Holders for that purpose, an amount of U.S. Legal Tender sufficient, without consideration of the investment thereof and after payment of all federal, state and local taxes or other charges or assessments in respect thereof payable by the Trustee, to pay the principal of and interest on the outstanding Securities on the dates on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities, provided that the Trustee shall have been irrevocably instructed in writing to apply such U.S. Legal Tender to the payment of said principal and interest on the Securities; (2) the Company has paid or caused to be paid all other sums payable hereunder, including hereunder by the fees and expenses of Company; and (3) the Company has delivered to the Trustee an Officer's Certificate and the Paying Agents an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject Indenture pursuant to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds8.02 have been complied with. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) When the principal of, premium, if any, either (i) all Securities theretofore authenticated and interest on all Bonds shall delivered (other than Securities that have been destroyed, lost or stolen and which have been replaced or paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 hereof2.7) have been delivered to the Trustee for cancellation; or (ii) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable or shall become due and payable within one year, in each case whether at the Final Maturity Date or with respect to any Fundamental Change Purchase Date or by delivery of a Conversion Notice or otherwise, and provision shall also have been made for paying the Company deposits with the Paying Agent or Conversion Agent, as the case may be, cash or a combination of cash and Common Stock, as applicable, sufficient to pay all amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.7); (b) the Company has paid or caused to be paid all other sums payable hereunder, including hereunder by the fees and expenses of Company; and (c) the Company has delivered to the Trustee an Officer’s Certificate and the Paying Agents an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company as to conversion of the Securities under Article 6 of this Indenture and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company Trustee under Section 6.03 hereof and except funds or securities in which such funds are invested and held by 10.6 and, if money shall have been deposited with the Trustee for pursuant to Section 13.1(a)(ii), the payment obligations of the principal of, premium, if any, and interest on the BondsTrustee under Section 13.2 shall survive. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. (a) When This Indenture shall cease to be of further effect if either: (i) all outstanding Notes (other than Notes replaced pursuant to Section 2.07) have been delivered to the principal ofTrustee for cancellation or (ii) all outstanding Notes have become due and payable on the Maturity Date or upon repurchase Table of Contents pursuant to Article 3, premiumand the Company irrevocably deposits, prior to the applicable date on which such payment is due and payable, with the Trustee or the Paying Agent (if the Paying Agent is not the Company or any of its Affiliates) Cash, and, if anyapplicable as herein provided and in accordance herewith, such other consideration, sufficient to pay all amounts due and interest owing on all Bonds shall have been paid in accordance with their terms outstanding Notes (other than Notes replaced pursuant to Section 2.07) on the Maturity Date or provision has been made for such paymentthe Fundamental Change Purchase Date, as the case may be; provided that, in Section 13.02 hereofeither case, and provision shall also have been made for paying the Company pays to the Trustee all other sums payable hereunder, including hereunder by the fees Company. (b) The Company may exercise its satisfaction and expenses discharge option with respect to the Notes only if: (i) no Default or Event of Default with respect to the Trustee and the Paying Agents to Notes shall exist on the date of retirement such deposit; (ii) such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other agreement or instrument to which the Bonds, then Company is a party or by which it is bound; and (iii) the duties of Company has delivered to the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge an Officers’ Certificate and release this Indenture and shall execute, acknowledge and deliver an Opinion of Counsel (which may rely upon such Officers’ Certificate as to the Issuer such instruments absence of Defaults and Events of Default and as to any factual matters), each stating that all conditions precedent provided for herein relating to the satisfaction and discharge or release as shall be requisite to evidence such release and of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, and shall assign and deliver the obligations of the Company to the Issuer any property at Trustee under Section 7.07 shall survive and, if money shall have been deposited with the time subject Trustee pursuant to clause (a) of this Indenture which may then Section, the provisions of Section 2.03, Section 2.04, Section 2.05, Section 2.06, Section 2.07, Section 2.14, Section 3.01, Article 5, Article 10 and this Article 8, shall survive and the Company shall be in its possession, except amounts in the Principal and Interest Payment Account required to be make all payments and deliveries required by such Sections or Articles, as the case may be, irrespective of any prior satisfaction and discharge until the Notes have been paid to the Company under Section 6.03 hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bondsfull. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.

Satisfaction and Discharge of the Indenture. (a) When the principal of, premium, if any, and interest on all the Bonds shall have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 1302 hereof, and provision shall also have been made for paying all other sums payable hereunder, including the fees and expenses of the Trustee and the Paying Agents to the date of retirement of the BondsBonds and the payment of arbitrage rebate to the United States as required by this Indenture, then the duties right, title and interest of the Trustee under this Indenture shall thereupon cease. Thereupon , determine and be void, and thereupon the Trustee shall cancel, discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company Corporation under Section 6.03 603(d) hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the BondsBonds or of arbitrage rebate by the United States. (b) The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding and all amounts required to be paid to the United States have been paid or such payment provided for in accordance with Section 13.02 1302 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem cancel and erase the inscription of this Indenture dischargedfrom its records.

Satisfaction and Discharge of the Indenture. (a) When the principal of, premium, if any, and interest on all Bonds shall have been paid in accordance with their terms or provision has been made for such payment, as provided in Section 13.02 hereof, and provision shall also have been made for paying all other sums payable hereunder, including the fees and expenses of the Trustee and the Paying Agents to the date of retirement of the Bonds, then the duties of the Trustee under this Indenture shall cease. Thereupon the Trustee shall discharge and release this Indenture and shall execute, acknowledge and deliver to the Issuer such instruments of satisfaction and discharge or release as shall be requisite to evidence such release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the Issuer any property at the time subject to this Indenture which may then be in its possession, except amounts in the Principal and Interest Payment Account required to be paid to the Company under Section 6.03 6.03(d) hereof and except funds or securities in which such funds are invested and held by the Trustee for the payment of the principal of, premium, if any, and interest on the Bonds. (b) . The Issuer is hereby authorized to accept a certificate by the Trustee that the principal of, premium, if any, and interest due and payable upon all of the Bonds then Outstanding or such payment provided for in accordance with Section 13.02 hereof as evidence of satisfaction of this Indenture, and upon receipt thereof shall deem this Indenture discharged.