Common use of Termination of Obligations Upon Cancellation of the Notes Clause in Contracts

Termination of Obligations Upon Cancellation of the Notes. This Indenture will be discharged and will cease to be of further effect (except as set forth below and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes 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) have been delivered to the Trustee for cancellation; (b) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or 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, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions thereof at maturity or redemption, as the case may be; (2) the Company has paid all other sums payable under this Indenture by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

Termination of Obligations Upon Cancellation of the Notes. This Indenture will be discharged In addition to the Company's rights under Sections 8.2 and will cease to be of further effect (except as set forth below 8.3, the Company and the Trustee, at the expense Guarantors may terminate all of the Company, shall execute proper instruments acknowledging satisfaction and discharge of their obligations under this Indenture and this Indenture shall be deemed satisfied and discharged (in each case subject to Section 8.7) when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lostother than Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid and Notes for whose payment money has theretofore been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustSection 2.7) have been delivered to the Trustee for cancellation;, and the Company or a Guarantor has paid or caused to be paid all sums payable hereunder by the Company; or (bi) all Notes not theretofore heretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) or, within 30 days will become due and payable within one year, or are subject to be called for redemption within one year, as set forth 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, Article III and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in the trust for such purpose an amount of money sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal ofincluding all principal, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions thereof at maturity or redemption(and liquidated damages, as the case may be; if any), (2ii) the Company has paid all other sums payable by it under this Indenture by the Company; and Indenture, (3iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at the Maturity Date, and (iv) the Holders of the Notes have a valid perfected, exclusive security interest in such trust. In addition, the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel (who is not in-house counsel to the Company or any of its Subsidiaries), each stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge will not result in a breach or violation of, or constitute a Default under, this Indenture or any other instrument to which the Company, any Guarantor or any of their Subsidiaries is a party or by which it or their property is bound.

Termination of Obligations Upon Cancellation of the Notes. This In addition to the Company's rights under Section 13.1, the Company may terminate all of its obligations under this Indenture will be discharged (subject to Section 13.3 and will cease to be of further effect (except as set forth below and the Trustee, at the expense any obligations of the Company, shall execute proper instruments acknowledging satisfaction and discharge Company under Section 5.6 with respect to any Common Stock issued upon conversion of this Indenture the Notes or any Preferred Stock issued upon exchange of the Notes) when: (1) either: (ai) all the Notes theretofore authenticated and delivered (except lostother than Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid and Notes for whose payment money has theretofore been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustSection 2.6) have been delivered to the Trustee for cancellation; (bii) the Company has paid or caused to be paid all other sums payable hereunder and under the Notes by the Company; and (iii) the Company has delivered to the Trustee an Officers' Certificate, stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with; or (i) the Notes not theretofore previously delivered to the Trustee for cancellation (1) will have become due and payable or (2) will are by their terms to become due and payable within one year, year or are to be called for redemption within one year, under arrangements satisfactory to the Trustee for the giving upon delivery of notice of redemption by the Trustee in the name, and at the expense, of the Company, and notice; (ii) the Company has will have irrevocably deposited or caused to be deposited with the Trustee funds Trustee, as trust funds, cash, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, of and interest on the Notes outstanding Notes, to the date of deposit together with irrevocable instructions thereof at maturity or redemption, as the case may be; ; (2iii) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument pursuant to which the Company has paid all other sums payable under this Indenture is a party or by the Companywhich it or its property is bound; and and (3iv) and the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture relating related to the satisfaction and discharge of this Indenture such defeasance have been complied with.

Termination of Obligations Upon Cancellation of the Notes. This Indenture will be discharged In addition to the Company's rights under Sections 8.2 and will cease to be of further effect (except as set forth below 8.3, the Company and the Trustee, at the expense Guarantors may terminate all of the Company, shall execute proper instruments acknowledging satisfaction and discharge of their obligations under this Indenture and this Indenture shall be deemed satisfied and discharged (in each case subject to Section 8.7) when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lostother than Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid and Notes for whose payment money has theretofore been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustSection 2.7) have been delivered to the Trustee for cancellation;, and the Company or a Guarantor has paid or caused to be paid all sums payable hereunder by the Company; or (bi) all Notes not theretofore heretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) or, within 30 days will become due and payable within one year, or are subject to be called for redemption within one year, as set forth 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, Article III and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in the trust for such purpose an amount of money sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal ofincluding all principal, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions thereof at maturity or redemption(and liquidated damages, as the case may be; if any), (2ii) the Company has paid all other sums payable by it under this Indenture by the Company; and Indenture, (3iii) the Company has delivered irrevocable instructions to the Trustee an Officers' Certificate to apply the deposited money toward the payment of the Notes at the Maturity Date, and an Opinion (iv) the Holders of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Notes have been complied witha valid perfected, exclusive security interest in such trust.

Termination of Obligations Upon Cancellation of the Notes. This Indenture will be discharged and will cease In addition to be of further effect (except as set forth below and the Trustee, at the expense of the Company's rights under Section 8.1, shall execute proper instruments acknowledging satisfaction and discharge the Company may terminate all of their respective obligations under this Indenture (subject to Section 8.3) when: (1) either: (a) either (i) all the Notes theretofore authenticated and delivered (except lostother than Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid and Notes for whose payment money has theretofore been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustSection 2.7) have been delivered to the Trustee for cancellation; cancellation or (bii) all such Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or 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, year and the Company has irrevocably deposited or caused to be deposited in trust for the benefit of the Holders of the Notes with the Trustee funds U.S. Legal Tender or Government Securities in an amount sufficient to pay and discharge the entire Indebtedness on indebtedness of the Notes Notes, not theretofore delivered to the Trustee for cancellation, for including principal of, premium, premium if any, and interest on the Notes through the Stated Maturity and with respect to this clause (ii) no default or Event of Default shall have occurred or be continuing on the date of such deposit together with irrevocable instructions thereof at maturity of trust funds may remain subject to bankruptcy or redemptioninsolvency laws) after the date of such deposit, as and such deposit will not result in a Default or Event of Default under this Indenture or a breach or violation of, or constitute a default under, any other instrument to which the case may beCompany, or any subsidiary of the Company or is a party or by which it or its property is bound; (2b) the Company has paid or caused to be paid all other sums payable under this Indenture hereunder by the Company; and (3c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with.

Termination of Obligations Upon Cancellation of the Notes. This Indenture will be discharged In addition to the Company's rights under Sections 8.2 and will cease to be of further effect (except as set forth below 8.3, the Company and the Trustee, at the expense Guarantors may terminate all of the Company, shall execute proper instruments acknowledging satisfaction and discharge of their obligations under this Indenture (subject to Section 8.7) when: (1) either: (a) all the Notes theretofore authenticated and delivered (except lostother than Notes which have been destroyed, lost or stolen or destroyed Notes and which have been replaced or paid and Notes for whose payment money has theretofore been deposited as provided in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trustSection 2.7) have been delivered to the Trustee for cancellation;, and the Company or a Guarantor has paid or caused to be paid all sums payable hereunder by the Company; or (bi) all Notes not theretofore heretofore delivered to the Trustee for cancellation (1) otherwise have become due and payable or (2) or, within 30 days will become due and payable within one year, or are subject to be called for redemption within one year, as set forth 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, Article III and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in the trust for such purpose an amount of money sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore heretofore delivered to the Trustee for cancellation, for principal ofincluding all principal, premium, if any, and accrued interest on the Notes to the date of deposit together with irrevocable instructions thereof at maturity or redemption(and liquidated damages, as the case may be; if any), (2ii) the Company has paid all other sums payable by it under this Indenture by the Company; and Indenture, (3iii) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at the Maturity Date, and (iv) the Holders of the Notes have a valid perfected, exclusive security interest in such trust. In addition, the Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel (who is not in-house counsel to the Company or any of its Subsidiaries), each stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge will not result in a breach or violation of, or constitute a Default under, this Indenture or any other instrument to which the Company, any Guarantor or any of their Subsidiaries is a party or by which it or their property is bound.