Satisfaction and Discharge Defeasance. 31 Section 8.1. Satisfaction and Discharge of Indenture..................................... 31 Section 8.2. Application of Trust Funds; Indemnification................................. 32 Section 8.3. Legal Defeasance of Securities of any Series................................ 32 Section 8.4. Covenant Defeasance......................................................... 34 Section 8.5. Repayment to Company........................................................ 35 ARTICLE IX.
Satisfaction and Discharge Defeasance. The Company and the Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of this Indenture and of the Security Documents upon payment in full of all principal, premium, if any, interest and Additional Interest, if any, on the Notes and of all Obligations for the payment of money due and owing to the Trustee or the Holders, or upon compliance with the conditions precedent set forth in Article VIII for legal defeasance or covenant defeasance. Upon delivery by the Company to the Trustee and the Collateral Agent of an Officers’ Certificate and an Opinion of Counsel, each to the effect that such conditions precedent have been complied with (and which may be the same Officers’ Certificate and Opinion of Counsel required by Article VIII), together with such documentation, if any, as may be required by the Trustee or the TIA (including, without limitation, TIA § 314(d)) prior to the release of such Collateral, the Trustee shall forthwith take all necessary action (at the request of and the expense of the Company) to release and reconvey to the Company and the applicable Guarantors without recourse all of the Collateral, and shall deliver such Collateral in its possession to the Company and the applicable Guarantors including, without limitation, the execution and delivery of releases and satisfactions wherever required.
Satisfaction and Discharge Defeasance. Section 8.1
Satisfaction and Discharge Defeasance. (a) Satisfaction and Discharge of Indenture; ---------------------------------------- Defeasance. This Indenture shall cease to be of further effect with respect to ----------- the Notes of any Series and the Note Trustee, on reasonable demand of and at the expense of the Note Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes of such Series, when
(A) either
(1) all Notes of such Series theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Note Issuer and thereafter repaid to the Note Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Note Trustee for cancelation; or
(2) the Scheduled Maturity Date has occurred with respect to all Notes of such Series not theretofore delivered to the Note Trustee for cancelation, and the Note Issuer has irrevocably deposited or caused to be irrevocably deposited with the Note Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Note Trustee for cancelation on the Scheduled Maturity Date therefor;
(B) the Note Issuer has paid or caused to be paid all other sums payable hereunder by the Note Issuer with respect to such Series; and
(C) the Note Issuer has delivered to the Note Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA or the Note Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Notes of such Series have been complied with.
(b) Subject to Sections 4.01(c) and 4.02, the Note Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Notes of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections [3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17 and 3.18] and the operation of Section 5.01(iv) ("Covenant Defeasance Option") with respect to any Series of Notes. The Note Issuer may exercise the Legal Defeasance Option with re...
Satisfaction and Discharge Defeasance. Section 4.01 Satisfaction and Discharge of Bond Indenture; Defeasance 28 Section 4.02 Conditions to Defeasance 29 Section 4.03 Application of Trust Money 30 Section 4.04 Repayment of Moneys Held by Paving Agent 30 Section 5.01 Events of Default 31 Section 5.02 Acceleration of Maturity; Rescission and Annulment 32 Section 5.03 Collection of Indebtedness and Suits for Enforcement by Bond Trustee 32 Section 5.04 Remedies; Priorities 34 Section 5.05 Optional Possession of the Collateral 34 Section 5.06 Limitation of Suits 34 Section 5.07 Unconditional Rights of Bondholders To Receive Principal and Interest 35 Section 5.08 Restoration of Rights and Remedies 35 Section 5.09 Rights and Remedies Cumulative 35 Section 5.10 Delay or Omission Not a Waiver 35 Section 5.11 Control by Bondholders 36 Section 5.12 Waiver of Past Defaults 36 Section 5.13 Undertaking for Costs 36 Section 5.14 Waiver of Stay or Extension Laws 37 Section 5.15 Action on Bonds 37 Section 5.16 Performance and Enforcement of Certain Obligations 37 Section 6.01 Duties of Bond Trustee 38 Section 6.02 Rights of Bond Trustee 39 Section 6.03 Individual Rights of Bond Trustee 40 Section 6.04 Bond Trustee’s Disclaimer 41 Section 6.05 Notice of Defaults 41 Section 6.06 Reports by Bond Trustee to Holders 41 Section 6.07 Compensation and Indemnity 42 Section 6.08 Replacement of Bond Trustee and Securities Intermediary 43 Section 6.09 Successor Bond Trustee by Merger 44 Section 6.10 Appointment of Co-Trustee or Separate Trustee 44 Section 6.11 Eligibility; Disqualification 45 Section 6.12 Preferential Collection of Claims Against Bond Issuer 45 Section 6.13 Representations and Warranties of Bond Trustee 45 Section 6.14 Custody of Collateral 45
Satisfaction and Discharge Defeasance. Section 8.1 Satisfaction and Discharge of Indenture
Satisfaction and Discharge Defeasance. The Company and the Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of the Security Documents upon payment in full of all principal of, premium, if any, and interest on the Notes and of all obligations for the payment of money due and owing to the Trustee or the Holders, or upon compliance with the conditions precedent set forth in Article 9 for Legal Defeasance or Covenant Defeasance. Upon the release of any Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee pursuant to Section 10.05 hereof, such Subsidiary Guarantor shall be entitled to obtain the release of all of its Collateral from the Liens of the Security Documents. Upon delivery by the Company to the Collateral Agent of an Officers' Certificate and an Opinion of Counsel, each to the effect that such conditions precedent have been complied with (and which may be the same Officers' Certificate and Opinion of Counsel required by Article 9), together with such documentation, if any, as may be required by the Collateral Agent prior to the release of such Collateral, the Collateral Agent shall forthwith take all necessary action (at the written request of and the expense of the Company) to release and reconvey to the Company and the applicable Subsidiary Guarantors without recourse all of the Collateral, and shall deliver such Collateral in its possession to the Company and the applicable Subsidiary Guarantors including, without limitation, the execution and delivery of releases and satisfactions wherever required.
Satisfaction and Discharge Defeasance. Sections 11.1, 11.2 and 11.3 hereof will replace Sections 8.1, 8.3, and 8.4, respectively, of the Base Indenture with respect to the Notes only.
Satisfaction and Discharge Defeasance. Articles IV and XIII of the Base Indenture shall apply to the Notes.
Satisfaction and Discharge Defeasance. The satisfaction and discharge and Defeasance and Covenant Defeasance provisions in Articles IV and XIII of the Base Indenture shall be applicable to the Notes and any Guarantee thereof. In the case of a Covenant Defeasance, (i) the Company will be released from its obligations to comply with Sections 4.1 and 4.2 of this Supplemental Indenture (for the benefit of Holders of Notes) and Section 1004 of the Base Indenture (for the benefit of Holders of Notes) and Section 801 of the Base Indenture (other than Section 8.01(2)) and (ii) the events described in Section 6.1(a), clauses (3), (4), (5) and (8) of this Supplemental Indenture shall no longer constitute Events of Default with respect to Notes. If the Company exercises its Defeasance or its Covenant Defeasance option or satisfies and discharges the Indenture with respect to the Notes, in each case all Guarantees (if any are in effect at such time) will terminate.
