Common use of Defeasance of Certain Covenants Clause in Contracts

Defeasance of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions: • we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and • any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series. We refer to this as covenant defeasance. The conditions include: • depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; • such deposit will not result in a breach or violation of, or constitute a default under the indenture or any other agreement to which we are a party; • no Default or Event of Default with respect to the applicable series of debt securities shall have occurred or is continuing on the date of such deposit; and • delivering to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.

Defeasance of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions: • we may omit to comply with the covenant described under in the heading section titled “—Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and • any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series. We refer to this as covenant defeasance. The conditions include: • depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; • such deposit will not result in a breach or violation of, or constitute a default under the indenture or any other agreement to which we are a party; • no Default or Event of Default with respect to the applicable series of debt securities shall have occurred or is continuing on the date of such deposit; and • delivering to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States U.S. Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States U.S. federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.