Common use of Defeasance of Certain Obligations Clause in Contracts

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19, and clauses (e), (f) and (g) of Section 6.01 shall be deemed not to be Events of Default, upon: (a) the deposit, in trust, with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof) of money and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of this Indenture and the Notes; (b) the satisfaction of the provisions described in clauses B(ii), (C) and (D) of Section 8.02 hereof; (c) delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to 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 (d) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.114.11 of this Indenture, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 of this Indenture and clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.194.19 hereof, and clauses (e), (f) and (gf) of Section 6.01 hereof shall be deemed not to be Events of Default, upon: (a) the deposit, in trust, with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof) of money and/or U.S. European Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of this Indenture and the Notes; (b) the satisfaction of the provisions described in clauses B(ii), (C) and (D) of Section 8.02 hereof; (c) delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to 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 (d) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19, and clauses (e), (f) and (g) of Section 6.01 shall be deemed not to be Events of Default, upon: (a) the deposit, in trust, with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof) of money and/or U.S. Government Federal Republic of Germany Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of this Indenture and the Notes; (b) the satisfaction of the provisions described in clauses B(ii), (C) and (D) of Section 8.02 hereof; (c) delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to 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 (d) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.114.11 of this Indenture, and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 of this Indenture and clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.194.19 hereof, and clauses (e), (f) and (gf) of Section 6.01 hereof shall be deemed not to be Events of Default, upon: (a) the deposit, in trust, with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof) of money and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of this Indenture and the Notes; (b) the satisfaction of the provisions described in clauses B(ii), (C) and (D) of Section 8.02 hereof; (c) delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to 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 (d) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. The If this Section is specified, as contemplated by Section 301, to be applicable to Securities of any series, (a) the Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11, and clause (c) of Section 6.01 1006 with respect to clauses the Securities of such series, and any covenants provided pursuant to Sections 301 (iii) and 19), 901 (iv) of Section 5.01 and clause 2), 901 (d) of Section 6.01 7), in each case with respect to Sections 4.01Securities of such series, 4.02 and 4.12 through 4.19(b) the occurrence of any event specified in Section 501 (4) (with respect to Section 1006, and clauses any such covenants or defaults provided pursuant to Sections 301 (e19), 901 (f2), 901 (7) and or 501 (g7)) of Section 6.01 shall be deemed not to be Events or result in any event of Default, uponand (c) the provisions of Article Thirteen shall cease to be effective, in each case with respect to Securities of such series as provided in this Section, provided that the following conditions shall have been satisfied: (a1) with reference to this Section 1008, the deposit, Company has deposited or caused to be irrevocably deposited (except as provided in Section 403) with the Trustee as trust funds in trust, with specifically pledged as security for, and dedicated solely to, the Trustee benefit of the Holders of such (i) in the case of Securities of such series denominated in U.S. dollars, cash in U.S. dollars (or another trustee satisfying such other money or currencies as shall then be legal tender in the requirements of Section 7.10 hereofUnited States) of money and/or U.S. Government Obligations thatObligations, or (ii) in the case of Securities of such series denominated in a Foreign Currency (other than a basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the and discharge each installment of principal of, (and premium, if any, ) (including mandatory sinking fund or analogous payments) of and accrued any interest on all the Notes Securities of such series on the Stated Maturity dates such installments of such payments in accordance with the terms of this Indenture and the Notesinterest or principal are due; (b2) such deposit shall not, in the satisfaction Opinion of Counsel, cause the Trustee with respect to the Securities of such series to have a conflicting interest as defined in Section 608 and for purposes of the provisions described in clauses B(ii), (C) and (D) Trust Indenture Act with respect to the Securities of Section 8.02 hereofsuch series; (c3) delivery by the trust arising from such deposit shall not constitute a regulated investment company under the Investment Company Act of 1940, as amended, or such trust shall be so qualified; (4) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (5) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; (6) the Company has delivered to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that, that Holders of the Holders Securities of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal Federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit and defeasance had not occurred; (7) at the time of such deposit, (A) no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing, (B) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and (C) no other event of default with respect to any Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both), the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable; and (d) 8) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.

Defeasance of Certain Obligations. The (a) Notwithstanding anything to the contrary in Section 10.06 of the Base Indenture and in addition to the covenants, terms, provisions or conditions specified therein, the Company may omit to comply with any term, provision or condition set forth in, and the Indenture will no longer be in effect with respect to, Section 4.01, Section 5.01 through Section 5.03 and Article 6 of this Seventh Supplemental Indenture and Section 4.05, Article 5, Section 6.03 and clauses (c) and (h) of Section 7.01 of the Base Indenture, provided the conditions set forth in clauses (iiia) and through (ivf) of Section 5.01 and Sections 4.03 through 4.1110.06 of the Base Indenture, and clause (cas modified by Section 8.04(b) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clause (d) of Section 6.01 with respect to Sections 4.01hereto, 4.02 and 4.12 through 4.19, and clauses (e), (f) and (g) of Section 6.01 shall be deemed not to be Events of Default, upon: (a) the deposit, in trust, with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof) of money and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of this Indenture and the Notes;have been satisfied. (b) the satisfaction Section 10.06(a) of the provisions described in clauses B(ii)Base Indenture is amended and supplemented by adding the following at the end of such clause: “provided, (Ci) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (Dii) of Section 8.02 hereof; (c) delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and any Applicable Premium Deficit will be subject to federal income tax on the same amount and set forth in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (d) the Company shall have an Officer’s Certificate delivered to the Trustee an Officers' Certificate and an Opinion simultaneously with the deposit of Counsel, in each case stating such Applicable Premium Deficit that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.confirms that such Applicable Premium Deficit will be applied toward such redemption;”

Defeasance of Certain Obligations. The (a) Notwithstanding anything to the contrary in Section 10.06 of the Base Indenture and in addition to the covenants, terms, provisions or conditions specified therein, the Company may omit to comply with any term, provision or condition set forth in, and the Indenture will no longer be in effect with respect to, Section 4.01, Section 5.01 through Section 5.03 and Article 6 of this Eighth Supplemental Indenture and Section 4.05, Article 5, Section 6.03 and clauses (c) and (h) of Section 7.01 of the Base Indenture, provided the conditions set forth in clauses (iiia) and through (ivf) of Section 5.01 and Sections 4.03 through 4.1110.06 of the Base Indenture, and clause (cas modified by Section 8.04(b) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clause (d) of Section 6.01 with respect to Sections 4.01hereto, 4.02 and 4.12 through 4.19, and clauses (e), (f) and (g) of Section 6.01 shall be deemed not to be Events of Default, upon: (a) the deposit, in trust, with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof) of money and/or U.S. Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay the principal of, premium, if any, and accrued interest on the Notes on the Stated Maturity of such payments in accordance with the terms of this Indenture and the Notes;have been satisfied. (b) the satisfaction Section 10.06(a) of the provisions described in clauses B(ii)Base Indenture is amended and supplemented by adding the following at the end of such clause: “provided, (Ci) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (Dii) of Section 8.02 hereof; (c) delivery by the Company to the Trustee of an Opinion of Counsel to the effect that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance and any Applicable Premium Deficit will be subject to federal income tax on the same amount and set forth in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and (d) the Company shall have an Officer’s Certificate delivered to the Trustee an Officers' Certificate and an Opinion simultaneously with the deposit of Counsel, in each case stating such Applicable Premium Deficit that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.confirms that such Applicable Premium Deficit will be applied toward such redemption;”

Defeasance of Certain Obligations. The If this Section 10.10 has been specified in accordance with Section ------- 3.01 to be applicable to Securities of any series, the Company may omit to ---- comply with any term, provision or condition set forth in clauses (iii) Sections 10.05, 10.06, -------------- ----- 10.07 and (iv) of Section 5.01 and Sections 4.03 through 4.1110.08, and clause (cSection 5.01(c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01 and clause (d) of Section 6.01 with respect to Sections 4.0110.05, 4.02 10.06, ----- ----- --------------- -------------- ----- 10.07 and 4.12 through 4.19, and clauses (e), (f) and (g) of Section 6.01 10.08 shall be deemed not to be Events an Event of Default, uponin each case with ----- ----- respect to the Securities of that series, provided that the following conditions have been satisfied: (a1) with reference to this Section 10.10, the deposit, in trust, Company has deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 hereof6.09) irrevocably (irrespective of whether the ------------ conditions in subparagraphs (2), (3), (4), (5) (if applicable) and (6) have ----------------- --- --- --- --- been satisfied, but subject to the provisions of Section 4.02(c) and the --------------- last paragraph of Section 10.03), as trust funds in trust, specifically ------------- pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of that series and the Coupons, if any, appertaining thereto, (A) money and/or U.S. in an amount in the currency or composite currency in which the Securities of such series are payable (except as otherwise specified with respect to the Securities of such series pursuant to Section 3.01), or (B) Government Obligations that, which through the payment ------------ of interest and principal in respect thereof in accordance with their termsterms will provide not later than the opening of business on the due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, will or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, provide money in an amount sufficient to pay and discharge (i) the principal of, of (and premium, if any) and each installment of principal (and premium, if any) and accrued interest interest, if any, on the Notes such Outstanding Securities and Coupons on the Stated Maturity of such principal or installment of principal or interest, (ii) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and (iii) any repayment of the NotesSecurities of such series at the option of the Holder of any of such Securities on any date such repayment is due and payable; (b2) such deposit shall not cause the satisfaction Trustee with respect to the Securities of that series to have a conflicting interest as defined in Section 6.08 and for purposes of the provisions described in clauses B(ii), (C) and (D) Trust Indenture Act with respect to ------------ the Securities of Section 8.02 hereofany series; (c3) delivery by such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (4) no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit and no Event of Default under Section 5.01(d) or --------------- Section 5.01(e) or event which with the giving of notice or lapse of time, --------------- or both, would become an Event of Default under Section 5.01(d) or Section --------------- ------- 5.01(e) shall have occurred and be continuing on the 91st day after such ------- date; (5) if this subparagraph has been specified in accordance with Section 3.01 to be applicable to the Securities of such series, the Company ------------ has delivered to the Trustee of an Opinion of Counsel to the effect thatthat Holders of the Securities of such series and the Coupons, the Holders if any, appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to federal income tax on the same amount and in the same manner and at the same times times, as would have been the case if such deposit and defeasance had not occurred; and (d6) the Company shall have has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with.