Common use of Conditions to Defeasance Clause in Contracts

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders of such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the a series of Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders of such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the if: (1) an Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an such entity designated or appointed as agent by it the Trustee for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered must comply with certain other conditions, including delivery to the TrusteeTrustee of: (1A) an Opinion of Counsel (subject to customary exceptions and exclusions) from in the United States counsel to the effect that Holders the beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from in the United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax lawlaw since the issuance of the Notes); (2B) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; (3C) an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and; (4D) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and (E) the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (b2) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if if: (i) the Issuer has irrevocably deposited deposits in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed (as agent agent) by it for this purpose) cash in U.S. dollars Dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof sufficient (in the opinion of an Independent Financial Advisor, which shall be delivered to the Trustee), for the payment of principal, premium, premium (if any, ) and interest on such Notes the Securities to redemption or maturity, as the case may be; (ii) the Issuer delivers to the Trustee an Officer’s Certificate stating that the deposit was not made with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantors or others; (iii) the deposit does not constitute a default under any other material agreement or contract relating to Indebtedness binding on the Issuer (other than a default resulting from borrowing funds to be applied to make the deposit required to effect such legal defeasance or covenant defeasance and has any similar and simultaneous deposit relating to such other Indebtedness and, in each case, the granting of Liens in connection therewith); (iv) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee: (1) Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary exceptions assumptions and exclusions) from United States counsel to the effect that Holders the beneficial owners of such Notes the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance onlyoccurred, provided that such Opinion of Counsel from United States counsel must be based on a ruling of received from, or published by, the U.S. Internal Revenue Service or other a change in applicable U.S. federal income tax law)law since the date of this Indenture; (2v) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) to the effect that the beneficial owners of the Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (vi) the Issuer delivers to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent and an Opinion of defeatingCounsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate each stating that all conditions precedent provided for or relating to legal the defeasance or covenant defeasance, and discharge of the Securities to be so defeased and discharged as the case may be, contemplated by this Article 8 have been complied with; and (4) an . Notwithstanding the foregoing, the Opinion of Counsel required by Section 8.02(a)(iv) above need not be delivered if all Securities not theretofore delivered to the effect that Trustee for cancellation (x) are due and payable within one year or (y) have been or will become due and payable within one year under arrangements satisfactory to the trust resulting from Trustee for the deposit does not constitutegiving of notice of redemption by the Trustee in the name, or is qualified asand at the expense, a regulated investment company under of the U.S. Investment Company Act of 1940, as amendedIssuer. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes such Securities at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders or beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the if: (1) an Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. euros or euro-denominated European Government Obligations or a combination thereof (in the case of the Euro Notes) or in dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof (in case of the Dollar Notes) for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered must comply with certain other conditions, including delivery to the TrusteeTrustee of: (1A) an Opinion of Counsel (subject to customary exceptions and exclusions) from in the United States counsel to the effect that Holders holders of such the relevant Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from in the United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2B) an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, liquidation, reorganization, administration, moratorium, receivership or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders; (C) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers or any Note Guarantors; (3D) an Officer’s Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions), each stating that that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and; (4E) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and (F) the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (b2) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the a series of Notes only if the if: (1) Any Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an such entity designated or appointed as agent by it the Trustee for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on the Notes of such Notes series to redemption or maturity, as the case may be, and has delivered must comply with certain other conditions, including delivery to the TrusteeTrustee of: (1A) in the case of legal defeasance, an Opinion of Counsel (in the United States to the effect that, subject to customary exceptions assumptions and exclusions) from United States counsel to , the effect that Holders beneficial owners of the Notes of such Notes series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such occurred. Such Opinion of Counsel from in the United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other a change in applicable U.S. federal income tax law)law that is issued or becomes effective after the issuance of the Notes; (2B) in the case of covenant defeasance, an Opinion of Counsel in the United States to the effect that, subject to customary assumptions and exclusions, the beneficial owners of the Notes of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (C) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; (3D) an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and; (4E) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and (F) the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (b) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the Issuer has Issuers have irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The following shall be the conditions to application of Section 12.01 to the Outstanding Debentures: (a1) The Issuer may exercise its legal defeasance option Company shall irrevocably have deposited or its covenant defeasance option with respect caused to the Notes only if the Issuer has irrevocably be deposited in trust (the “defeasance trust”) with the Trustee (or another trustee that satisfies the requirements contemplated by Section 5.09 and agrees to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Outstanding Debentures, (a) money in an entity designated amount, or appointed as agent by it for this purpose(b) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (c) a combination thereof, in each case, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and interest on the Debentures on the Maturity thereof in accordance with the terms of this Indenture and the Debentures. As used herein, “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of principalwhich the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, premiumwhich, if anyin either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act, as amended) as custodian with respect to any U.S. Government Obligation specified in clause (x) and held by such custodian for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any such Notes U.S. Government Obligation, provided that (except as required by law) such custodian is not authorized to redemption or maturity, as make any deduction from the case may be, and has delivered amount payable to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders holder of such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on depositary receipt from any amount received by the same amount and custodian in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling respect of the U.S. Internal Revenue Service Government Obligation or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made specific payment of principal or interest evidenced by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amendedsuch depositary receipt. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the Issuer has Issuers have irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the Issuer has Issuers have irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders or beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the Issuer has Issuers have irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-dollar- denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders or beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States Xxxxxx Xxxxxx counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer Company with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerCompany; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an another entity designated or appointed as agent by it the Trustee for this purpose) ), cash in U.S. dollars euro or U.S. dollareuro-denominated U.S. European Government Obligations or a combination thereof thereof, in each case sufficient for the payment of principal, premium, if any, and interest on such Notes the Notes, to redemption or maturity, as the case may be, and has delivered must comply with certain other conditions, including delivery to the TrusteeTrustee of: (1i) an Opinion of Counsel (subject to customary exceptions and exclusions) from in the United States counsel to the effect that Holders and Beneficial Owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from in the United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2ii) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3iii) an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and; (4iv) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended.; and (bv) Before all other documents or after a deposit, the Issuer may make arrangements satisfactory to other information that the Trustee for the redemption of Notes at a future date may reasonably require in accordance connection with Article 3either defeasance option.

Conditions to Defeasance. (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option with respect to the Notes only if the Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an entity designated or appointed as agent by it for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders or beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer;; LEGAL_EU # 16733244.6 119 (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. The following shall be the conditions to application of Section 1201 to the Outstanding Debentures: (a1) The Issuer may exercise its legal defeasance option Company shall irrevocably have deposited or its covenant defeasance option with respect caused to the Notes only if the Issuer has irrevocably be deposited in trust (the “defeasance trust”) with the Trustee (or another trustee that satisfies the requirements contemplated by Section 509 and agrees to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Outstanding Debentures, (a) money in an entity designated amount, or appointed as agent by it for this purpose(b) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (c) a combination thereof, in each case, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and interest on the Debentures on the Maturity thereof in accordance with the terms of this Indenture and the Debentures. As used herein, "U.S. Government Obligation" means (x) any security that is (i) a direct obligation of the United States of America for the payment of principalwhich the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, premiumwhich, if anyin either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act, as amended) as custodian with respect to any U.S. Government Obligation specified in clause (x) and held by such custodian for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any such Notes U.S. Government Obligation, provided that (except as required by law) such custodian is not authorized to redemption or maturity, as make any deduction from the case may be, and has delivered amount payable to the Trustee: (1) an Opinion of Counsel (subject to customary exceptions and exclusions) from United States counsel to the effect that Holders holder of such Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on depositary receipt from any amount received by the same amount and custodian in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such Opinion of Counsel from United States counsel must be based on a ruling respect of the U.S. Internal Revenue Service Government Obligation or other change in applicable U.S. federal income tax law); (2) an Officer’s Certificate stating that the deposit was not made specific payment of principal or interest evidenced by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; (3) an Officer’s Certificate stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and (4) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amendedsuch depositary receipt. (b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the if: (1) Either Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an such entity designated or appointed as agent by it the Trustee for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered must comply with certain other conditions, including delivery to the TrusteeTrustee of: (1A) in the case of legal defeasance, an Opinion of Counsel (subject to customary exceptions and exclusions) from in the United States counsel to the effect that Holders the beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such occurred. Such Opinion of Counsel from in the United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other change in applicable U.S. federal income tax lawlaw that is issued or becomes effective after the issuance of the Notes); (2B) in the case of covenant defeasance, an Opinion of Counsel in the United States to the effect that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (C) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; (3D) an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and; (4E) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and (F) the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (b) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

Conditions to Defeasance. (a) The Issuer Issuers may exercise its their legal defeasance option or its their covenant defeasance option with respect to the Notes only if the if: (1) Either Issuer has irrevocably deposited in trust (the “defeasance trust”) with the Trustee (or an such entity designated or appointed as agent by it the Trustee for this purpose) cash in U.S. dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof for the payment of principal, premium, if any, and interest on such the Notes to redemption or maturity, as the case may be, and has delivered must comply with certain other conditions, including delivery to the TrusteeTrustee of: (1A) in the case of legal defeasance, an Opinion of Counsel (in the United States to the effect that, subject to customary exceptions assumptions and exclusions) from United States counsel to , the effect that Holders beneficial owners of such the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and in the case of legal defeasance only, such occurred. Such Opinion of Counsel from in the United States counsel must be based on a ruling of the U.S. Internal Revenue Service or other a change in applicable U.S. federal income tax law)law that is issued or becomes effective after the issuance of the Notes; (2B) in the case of covenant defeasance, an Opinion of Counsel in the United States to the effect that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; (C) an Officer’s Certificate stating that the deposit was not made by the Issuer Issuers with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the IssuerIssuers; (3D) an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to legal defeasance or covenant defeasance, as the case may be, have been complied with; and; (4E) an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended; and (F) the Issuers deliver to the Trustee all other documents or other information that the Trustee may reasonably require in connection with either defeasance option. (b) Before or after a deposit, the Issuer Issuers may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.