Common use of Satisfaction, Discharge and Defeasance of Debt Securities of any Series Clause in Contracts

Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The Company and each Guarantor, if any, shall be deemed to have paid and discharged the entire indebtedness on all the Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders of Debt Securities of such series to receive, from the money, in the currency required, and Government Obligations deposited with the Trustee pursuant to Section 14.2(a) or the interest and principal received by the Trustee in respect of such Government Obligations, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under Sections 3.6, 3.7, 14.3 and 14.4, 5.2, 5.4, 6.1, 8.6, 8.10, 8.11 and, to the extent applicable to such series, Article IV, so long as the principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter, only the Company’s rights and obligations under Sections 5.4, 8.6, 14.3 and 14.4, and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same if: (1) all Debt Securities of such series therefore authenticated and delivered (other than (A) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7 and (B) Debt 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 Sections 14.3 and 14.4) have been delivered to the Trustee for cancellation; (2) the Company and each Guarantor, if any, has paid or caused to be paid in the currency required all other sums payable under this Indenture in respect of the Debt Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate, an Opinion of Counsel and a written opinion of independent public accountants, each stating that all conditions precedent herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities of any such series and the discharge of the Indenture as it relates to such Debt Securities have been complied with; or (1) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company; (2) the condition described in paragraph (a) of Section 14.2 has been satisfied; and (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 14.1 have been satisfied; or (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 14.1 have been satisfied; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of the deposit referred to in paragraph (a) of Section 14.2 or on the ninety-first day after the date of such deposit; provided, however, that should that condition fail to be satisfied on or before such ninety-first day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; (3) the Company has either (A) delivered to the Trustee an opinion of counsel of a nationally-recognized independent tax counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of this Section 14.1 and will be subject to Federal income tax on 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 or (B) the Company shall have received from, or there shall have been published by, the United States Internal Revenue Service a ruling to the effect stated in subsection (A) of this Section 14.1(c)(3); and (4) the Company has received an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance contemplated by this Section 14.1 will not result in the delisting of the Debt Securities of that series from any nationally-recognized securities exchange on which they are listed.

Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The Company and each Guarantor, if any, shall be deemed to have paid and discharged the entire indebtedness on all the Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders of Debt Securities of such series to receive, from the money, in the currency required, and Government Obligations deposited with the Trustee pursuant to Section 14.2(a) 13.03 or the interest and principal received by the Trustee in respect of such Government Obligations, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities of that series, (y) the Company’s 's rights and obligations with respect to such Debt Securities under Sections 3.63.06, 3.73.07, 14.3 and 14.45.02, 5.25.04, 5.46.01, 6.1, 8.68.06, 8.10, 8.11 8.11, 13.03, 13.04 and, to the extent applicable to such series, Article IVFour, so long as the principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter, only the Company’s 's rights and obligations under Sections 5.48.06, 8.6, 14.3 13.03 and 14.413.04, and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same if: (1) all Debt Securities of such series therefore theretofore authenticated and delivered (other than (Ai) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7 3.07 and (Bii) Debt 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 Sections 14.3 13.03 and 14.413.04) have been delivered to the Trustee for cancellation; (2) the Company and each Guarantor, if any, has paid or caused to be paid in the currency required all other sums payable under this Indenture in respect of the Debt Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate, ' Certificate and an Opinion of Counsel and a written opinion of independent public accountants, each stating that all conditions precedent herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities of any such series and the discharge of the Indenture as it relates to such Debt Securities have been complied with; or (1) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation (Ai) have become due and payable, or (Bii) will become due and payable at their Stated Maturity within one year, or (Ciii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company; (2) the condition described in paragraph (a1) of Section 14.2 13.02 has been satisfied; and (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 14.1 13.01 have been satisfied; or (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 14.1 13.01 have been satisfied; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of the deposit referred to in paragraph (a1) of Section 14.2 13.02 or on the ninety-ninety- first day after the date of such deposit; provided, however, that should that condition fail to be satisfied on or before such ninety-first day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; (3) the Company has either (Ai) delivered to the Trustee an opinion of counsel of a nationally-nationally- recognized independent tax counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of this Section 14.1 13.01 and will be subject to Federal income tax on the same amounts and 133 in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred or (Bii) the Company shall have received from, or there shall have been published by, the United States Internal Revenue Service a ruling to the effect stated in subsection (Ai) of this Section 14.1(c)(313.01(c)(3); and (4) the Company has received an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance contemplated by this Section 14.1 13.01 will not result in the delisting of the Debt Securities of that series from any nationally-recognized securities exchange on which they are listedlisted (if any).

Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The Company and each Guarantor, if any, shall be deemed to have paid and discharged the entire indebtedness on all the Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders of Debt Securities of such series to receive, from the money, in the currency required, and Government Obligations deposited with the Trustee pursuant to Section 14.2(a13.02(a) or the interest and principal received by the Trustee in respect of such Government Obligations, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under Sections 3.63.06, 3.73.07, 14.3 13.03 and 14.413.04, 5.25.02, 5.45.04, 6.16.01, 8.68.06, 8.10, 8.11 and, to the extent applicable to such series, Article IVFour, so long as the principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter, only the Company’s rights and obligations under Sections 5.45.04, 8.68.06, 14.3 13.03 and 14.413.04, and (z) the rights, powers, trusts, duties duties, indemnities and immunities of the Trustee with respect to the Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same if: (1) all Debt Securities of such series therefore theretofore authenticated and delivered (other than (A) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7 3.07 and (B) Debt 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 Sections 14.3 13.03 and 14.413.04) have been delivered to the Trustee for cancellation; (2) the Company and each Guarantor, if any, has paid or caused to be paid in the currency required all other sums payable under this Indenture in respect of the Debt Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate, Certificate and an Opinion of Counsel and a written opinion of independent public accountantsCounsel, each stating that all conditions precedent herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities of any such series and the discharge of the Indenture as it relates to such Debt Securities have been complied with; or (1) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company; (2) the condition described in paragraph (a) of Section 14.2 13.02 has been satisfied; and (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 14.1 13.01 have been satisfied; or (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 14.1 13.01 have been satisfied; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of the deposit referred to in paragraph (a) of Section 14.2 13.02 or on the ninety-first day after the date of such deposit; provided, however, that should that condition fail to be satisfied on or before such ninety-first day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; (3) the Company has either (A) delivered to the Trustee an opinion of counsel of a nationally-recognized independent tax counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of this Section 14.1 13.01 and will be subject to Federal income tax on 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 or (B) the Company shall have received from, or there shall have been published by, the United States Internal Revenue Service a ruling to the effect stated in subsection (A) of this Section 14.1(c)(313.01(c)(3); and (4) the Company has received an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance contemplated by this Section 14.1 13.01 will not result in the delisting of the Debt Securities of that series from any nationally-recognized securities exchange on which they are listed.

Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The Company and each Guarantor, if any, shall be deemed to have paid and discharged the entire indebtedness on all the Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders of Debt Securities of such series to receive, from the money, in the currency required, and Government Obligations deposited with the Trustee pursuant to Section 14.2(a13.02(a) or the interest and principal received by the Trustee in respect of such Government Obligations, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under Sections 3.63.06, 3.73.07, 14.3 13.03 and 14.413.04, 5.25.02, 5.45.04, 6.16.01, 8.68.06, 8.10, 8.11 and, to the extent applicable to such series, Article IVFour, so long as the principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter, only the Company’s rights and obligations under Sections 5.45.04, 8.68.06, 14.3 13.03 and 14.413.04, and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same if: (a) (1) all Debt Securities of such series therefore theretofore authenticated and delivered (other than (A) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7 3.07 and (B) Debt 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 Sections 14.3 13.03 and 14.413.04) have been delivered to the Trustee for cancellation; (2) the Company and each Guarantor, if any, has paid or caused to be paid in the currency required all other sums payable under this Indenture in respect of the Debt Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate, an Opinion of Counsel and a written opinion of independent public accountants, each stating that all conditions precedent herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities of any such series and the discharge of the Indenture as it relates to such Debt Securities have been complied with; or (1) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company; (2) the condition described in paragraph (a) of Section 14.2 has been satisfied; and (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 14.1 have been satisfied; or (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 14.1 have been satisfied; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of the deposit referred to in paragraph (a) of Section 14.2 or on the ninety-first day after the date of such deposit; provided, however, that should that condition fail to be satisfied on or before such ninety-first day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; (3) the Company has either (A) delivered to the Trustee an opinion of counsel of a nationally-recognized independent tax counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of this Section 14.1 and will be subject to Federal income tax on 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 or (B) the Company shall have received from, or there shall have been published by, the United States Internal Revenue Service a ruling to the effect stated in subsection (A) of this Section 14.1(c)(3); and (4) the Company has received an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance contemplated by this Section 14.1 will not result in the delisting of the Debt Securities of that series from any nationally-recognized securities exchange on which they are listed.

Satisfaction, Discharge and Defeasance of Debt Securities of any Series. The Company and each Guarantor, if any, shall be deemed to have paid and discharged the entire indebtedness on all the Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of Holders of Debt Securities of such series to receive, from the money, in the currency required, and Government Obligations deposited with the Trustee pursuant to Section 14.2(a13.02(a) or the interest and principal received by the Trustee in respect of such Government Obligations, payment of the principal of (and premium, if any) and any installment of principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any mandatory sinking fund or analogous provisions relating to Debt Securities of that series or pursuant to any call for redemption relating to Debt Securities of that series, (y) the Company’s rights and obligations with respect to such Debt Securities under Sections 3.63.06, 3.73.07, 14.3 13.03 and 14.413.04, 5.25.02, 5.45.04, 6.16.01, 8.68.06, 8.10, 8.11 and, to the extent applicable to such series, Article IVFour, so long as the principal of (and premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter, only the Company’s rights and obligations under Sections 5.45.04, 8.68.06, 14.3 13.03 and 14.413.04, and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt Securities of such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee, at the expense of the Company, shall, upon Company Request, execute proper instruments acknowledging the same if: (1) all Debt Securities of such series therefore theretofore authenticated and delivered (other than (A) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.7 3.07 and (B) Debt 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 Sections 14.3 13.03 and 14.413.04) have been delivered to the Trustee for cancellation; (2) the Company and each Guarantor, if any, has paid or caused to be paid in the currency required all other sums payable under this Indenture in respect of the Debt Securities of such series; and (3) the Company has delivered to the Trustee an Officers’ Certificate, Certificate and an Opinion of Counsel and a written opinion of independent public accountantsCounsel, each stating that all conditions precedent herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities of any such series and the discharge of the Indenture as it relates to such Debt Securities have been complied with; or (1) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company; (2) the condition described in paragraph (a) of Section 14.2 13.02 has been satisfied; and (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 14.1 13.01 have been satisfied; or (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 14.1 13.01 have been satisfied; (2) no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of the deposit referred to in paragraph (a) of Section 14.2 13.02 or on the ninety-first day after the date of such deposit; provided, however, that should that condition fail to be satisfied on or before such ninety-first day, the Trustee shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the Company; (3) the Company has either (A) delivered to the Trustee an opinion of counsel of a nationally-recognized independent tax counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of this Section 14.1 13.01 and will be subject to Federal income tax on 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 or (B) the Company shall have received from, or there shall have been published by, the United States Internal Revenue Service a ruling to the effect stated in subsection (A) of this Section 14.1(c)(313.01(c)(3); and (4) the Company has received an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance contemplated by this Section 14.1 13.01 will not result in the delisting of the Debt Securities of that series from any nationally-recognized securities exchange on which they are listed.