Common use of Satisfaction, Discharge and Defeasance of Notes Clause in Contracts

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) the rights of Noteholders and Swap Counterparties as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparties; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.principal

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) the rights of Noteholders and Swap Counterparty as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to the Swap Counterparty; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the The Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding NotesNotes on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such Notes, Indenture shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall shall, upon receipt of a Request of the Issuer, execute proper instruments acknowledging the same), except as to to: (ia) the rights of registration Holders of transfer Notes to receive, from the trust funds described in subparagraph (d) of this Section 3.03, payment of the principal of and exchange, (ii) substitution each installment of mutilated, destroyed, lost or stolen Notes, (iii) rights interest on the Notes on the Stated Maturity of Noteholders to receive payments such principal or installment of principal thereof or interest; (b) the Issuer's obligations with respect to the Notes under Section 2.04, 2.05 and interest thereon, 4.02; and (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (vc) the rights, obligations powers, trust and immunities of the Indenture Trustee hereunder (including and the rights duties of the Indenture Trustee under Section 6.7 3.02 and the obligations duty of the Indenture Trustee under Section 4.3)to authenticate Notes issued on registration of transfer or exchange; provided that, and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditionsconditions shall have been satisfied: (id) the Issuer has shall have given the Trustee written notice that it intends to exercise its right to defease the Notes under this Section 3.03 and deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, for and dedicated solely to, to the benefit of the NoteholdersHolders of the Notes, which, cash in U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms terms, will provideprovide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day prior to before the due date of any payment referred to belowof money, money in an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof writing delivered to the Indenture Trustee, to pay and discharge the entire indebtedness each installment of principal of and any interest on the Outstanding Notes, for Notes on the dates such installments of interest or principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may beare due; (iie) such deposit will not result in a breach or violation of, or constitute an event of a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound; (iiif) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or during the period ending on the ninety-first (91st) 91st day after such date; (ivg) the Issuer has delivered to the Indenture Trustee (1) an Opinion opinion of Counsel counsel from Cravath, Swaine & Moorx xx other nationally recognized counsel or (2) there has been published by (or the Issuer has received from) the Internal Revenue Service a ruling, in the case of either (1) or (2), to the effect that the satisfaction, discharge and defeasance Holders of the Notes pursuant to this Section 4.2 will not cause any Noteholder recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to be treated Federal income tax on the same amount and in the same manner and at the same times, as having sold or exchanged any of its Notes for purposes of Section 1001 of would have been the Code; andcase if such deposit, defeasance and discharge had not occurred; (vh) the Issuer has delivered to the Indenture Trustee an Officer's opinion of counsel from Cravath, Swaine & Moorx xx other nationally recognized counsel to the effect that such deposit and the effects of such deposit set forth in the preamble to this Section 3.03 (i) will not cause the Trustee or the trust created pursuant to this Section 3.03 to constitute an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and (ii) will not, following the expiration of the 91-day period referred to in the preamble to this Section 3.03, constitute a preferential transfer (with respect to "non-insider" transferees) under Section 547(b) of the United States Bankruptcy Code; and (i) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section 4.2 3.03 have been complied with.. -48- 55 ARTICLE FOUR

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be, and to pay any amounts then due and payable to each Swap Counterparty; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.due

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.,

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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.deemed (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Notes, and the provisions of this Indenture, as it relates to such Notes, shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall execute proper instruments acknowledging the same), except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditions: (i) the Issuer has deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Noteholders, which, through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day prior to the due date of any payment referred to below, money in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Indenture Trustee, to pay and discharge the entire indebtedness on the Outstanding outstanding Notes, for principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may be; (ii) such deposit will not result in a breach or violation of, or constitute an event of default under, any other agreement or instrument to which the Issuer is bound; (iii) no Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or on the ninety-first (91st) day after such date; (iv) the Issuer has delivered to the Indenture Trustee an Opinion of Counsel to the effect that the satisfaction, discharge and defeasance of the Notes pursuant to this Section 4.2 will not cause any Noteholder to be treated as having sold or exchanged any of its Notes for purposes of Section 1001 of the Code; and (v) the Issuer has delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 4.2 have been complied with.

Satisfaction, Discharge and Defeasance of Notes. (a) Upon satisfaction of the conditions set forth in subsection (b) below, the The Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding NotesNotes on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such Notes, Indenture shall no longer be in effect (and the Indenture Trustee, at the expense of the Issuer, shall shall, upon receipt of a Request of the Issuer, execute proper instruments acknowledging the same), except as to to: (ia) the rights of registration Holders of transfer Notes to receive, from the trust funds described in subparagraph (d) of this Section 3.03, payment of the principal of and exchange, (ii) substitution each installment of mutilated, destroyed, lost or stolen Notes, (iii) rights interest on the Notes on the Stated Maturity of Noteholders to receive payments such principal or installment of principal thereof or interest; (b) the Issuer's obligations with respect to the Notes under Section 2.04, 2.05 and interest thereon, 4.02; and (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (vc) the rights, obligations powers, trust and immunities of the Indenture Trustee hereunder (including and the rights duties of the Indenture Trustee under Section 6.7 3.02 and the obligations duty of the Indenture Trustee under Section 4.3)to authenticate Notes issued on registration of transfer or exchange; provided that, and (vi) 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. (b) The satisfaction, discharge and defeasance of the Notes pursuant to subsection (a) of this Section 4.2 is subject to the satisfaction of all of the following conditionsconditions shall have been satisfied: (id) the Issuer has shall have given the Trustee written notice that it intends to exercise its right to defease the Notes under this Section 3.03 and deposited or caused to be deposited irrevocably (except as provided in Section 4.4) with the Indenture Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, for and dedicated solely to, to the benefit of the NoteholdersHolders of the Notes, which, cash in U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms terms, will provideprovide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day prior to before the due date of any payment referred to belowof money, money in an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof writing delivered to the Indenture Trustee, to pay and discharge the entire indebtedness each installment of 45 52 principal of and any interest on the Outstanding Notes, for Notes on the dates such installments of interest or principal thereof and interest thereon to the date of such deposit (in the case of Notes that have become due and payable) or to the maturity of such principal and interest, as the case may beare due; (iie) such deposit will not result in a breach or violation of, or constitute an event of a default under, this Indenture or any other agreement or instrument to which the Issuer is a party or by which it is bound; (iiif) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or during the period ending on the ninety-first (91st) 91st day after such date; (ivg) the Issuer has delivered to the Indenture Trustee (1) an Opinion opinion of Counsel counsel from Cravath, Swaine & Moorx xx other nationally recognized counsel or (2) there has been published by (or the Issuer has received from) the Internal Revenue Service a ruling, in the case of either (1) or (2), to the effect that the satisfaction, discharge and defeasance Holders of the Notes pursuant to this Section 4.2 will not cause any Noteholder recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to be treated Federal income tax on the same amount and, in the same manner and at the same times, as having sold or exchanged any of its Notes for purposes of Section 1001 of would have been the Code; andcase if such deposit, defeasance and discharge had not occurred; (vh) the Issuer has delivered to the Indenture Trustee an Officer's opinion of counsel from Cravath, Swaine & Moorx xx other nationally recognized counsel to the effect that such deposit and the effects of such deposit set forth in the preamble to this Section 3.03 (i) will not cause the Trustee or the trust created pursuant to this Section 3.03 to constitute an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and (ii) will not, following the expiration of the 91-day period referred to in the preamble to this Section 3.03, constitute a preferential transfer (with respect to "non-insider" transferees) under Section 547(b) of the United States Bankruptcy Code; and (i) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section 4.2 3.03 have been complied with.. ARTICLE FOUR