Common use of Defeasance upon Deposit of Moneys or U.S. Government Obligations Clause in Contracts

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation shall be deemed to have been Discharged from its obligations with respect to the Notes of any series on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Corporation shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the Outstanding Notes of such series on the dates such installments of principal and interest are due; (b) if the Notes of such series are then listed on any national securities exchange, the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes of such series shall have occurred and be continuing on the date of such deposit; and (d) the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 and will be subject to United States 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 option had not been exercised.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Notes of any series Securities on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Corporation Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes of such series Securities (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest and premium, if any, on the Outstanding Notes of such series outstanding Securities on the dates such installments of principal and principal, interest or premium are due; (b) if the Notes of such series Securities are then listed on any national securities exchange, the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 SECTION 11.05 would not cause such Notes Securities to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes of Securities shall result from such series deposit or shall have occurred and be continuing on the date of such deposit; and (d) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes of such series Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 SECTION 11.05 and will be subject to United States 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 option had not been exercised, and such opinion shall be based on a statute so providing or be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation shall Upon the Company’s exercise under Section 14.01 hereof of the option applicable to this Section 14.02, the Company will, subject to the satisfaction of the conditions set forth in Section 14.04 hereof, be deemed to have been Discharged discharged from its obligations with respect to the all outstanding Notes of any series on the 91st day after date the applicable conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have been satisfiedpaid and discharged the entire indebtedness represented by the outstanding Notes which will thereafter be deemed “outstanding” only for purposes of Section 14.05 hereof and the other Sections of this Indenture referred to in clauses (a) through (e) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive unless otherwise terminated or discharged hereunder: (a) the Corporation shall have deposited or caused rights of holders of outstanding Notes to be deposited irrevocably with receive, solely from the Trustee or the Defeasance Agent as trust funds fund described in trustSections 14.04 and 14.05 hereof, specifically pledged as security for, and dedicated solely to, the benefit payments in respect of the holders of the Notes of such series (i) money in an amountprincipal of, or interest (iiand Additional Interest) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agentpremium, if any, to pay and discharge each installment of principal of and interest on the Outstanding such Notes of when such series on the dates such installments of principal and interest payments are duedue under Section 4.01; (b) if the Company’s obligations with respect to the Notes of such series are then listed on any national securities exchangeconcerning issuing temporary Notes, the Corporation shall have delivered to the Trustee mutilated, destroyed, lost, stolen Notes and the Defeasance Agent, if any, maintenance of an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchangeoffice or agency for payment and money for security payments held in trust; (c) no Default or Event the rights, powers, trusts, duties and immunities of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to Trustee hereunder and the Notes of such series shall have occurred and be continuing on the date of such deposit; andCompany’s obligations in connection therewith; (d) the Corporation shall have delivered optional redemption provisions with respect to the Trustee and Notes; and (e) this Section 14.02. If the Defeasance AgentCompany exercises under Section 14.01 hereof the option applicable to this Section 14.02, if any, an Opinion of Counsel subject to the effect that holders satisfaction of the conditions set forth in Section 14.04 hereof, payment of the Notes may not be accelerated because of such series will not recognize incomean Event of Default. Subject to compliance with this Article XIV, gain or loss for United States federal income tax purposes as a result of the Company may exercise of the its option under this Section 12.05 and will be subject to United States federal income tax on 14.02 notwithstanding the same amount and in the same manner and at the same times as would have been the case if such prior exercise of its option had not been exercisedunder Section 14.03 hereof.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation Company shall be deemed to have been Discharged (as defined below) from its respective obligations with respect to the Notes of any series of Securities on the 91st day after the applicable conditions set forth below have been satisfied with respect to any series of Securities at any time after the applicable conditions set forth below have been satisfied: (a1) the Corporation The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of (including any mandatory sinking fund payments) of, and interest on and premium, if any, on, the Outstanding Notes outstanding Securities of such series on the dates such installments of principal and principal, interest or premium are due; (b2) such deposit will not cause the Trustee to have any conflicting interest with respect to other securities of the Company; (3) if the Notes Securities of such series are then listed on any national securities exchange, the Corporation Company shall have delivered to the Trustee and the Defeasance Xxxxx- xxxxx Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 11.05 would not cause such Notes Securities to be delisted from such exchange; (c4) no Default or Event of Default (or any event which, after which with notice or the lapse of time or both would become, a Default or become an Event of Default) Default with respect to the Notes Securities of such series shall have occurred and be continuing on the date of such depositdeposit or on such later date specified in this Indenture in the case of certain events in bankruptcy, insolvency or reorganization of the Company; (5) such defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; and (d6) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 11.05 and will be subject to United States 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 option had not been exercised, and, in the case of the Securities of such series being Discharged, such opinion shall be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service, a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service, or otherwise a change in applicable Federal income tax law occurring after the date of the Indenture.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Notes Debt Securities of any series on the 91st day after the applicable conditions set forth below have been satisfied or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in ‎Section 801 or any other covenant (other than those set forth in Sections ‎1001 to ‎1004) that may hereafter be included in this Indenture for the benefit of one or more series of Debt Securities at any time after the applicable conditions set forth below have been satisfied: (a1) the Corporation Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders Holders of the Notes Debt Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations (as defined below) which through the payment of interest and principal 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 (iii) a combination of (i‎(i) and (ii‎(ii), sufficient, in the opinion (with respect to (ii‎(ii) and (iii‎(iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment instalment of principal of (including any sinking fund payments or analogous obligations) of, and interest on on, the Outstanding Notes Debt Securities of such series on the dates such installments instalments of interest or principal and interest are due; (b2) if the Notes Debt Securities of such series are then listed on any national securities stock exchange, the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the Company’s exercise of the its option under this Section 12.05 would not cause such Notes Debt Securities to be delisted from such exchangedelisted; (c3) no Default or Event of Default or event (or any event including such deposit) which, after with notice or the lapse of time or both both, would become, a Default or become an Event of Default) Default with respect to the Notes Debt Securities of such series shall have occurred and be continuing on the date of such deposit; and; (d4) the Corporation Company shall have delivered to the Trustee an Officers’ Certificate to the effect that under the laws in effect on the date such money and/or U.S. Government Obligations are deposited with the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Defeasance AgentTrustee, if any, to pay all principal and interest when due on the Debt Securities of such series; and (5) the Company shall have delivered to the Trustee an Opinion of Counsel of nationally recognized tax counsel to the effect that holders Holders of the Notes Debt Securities of such series will not recognize income, gain or loss for United States federal Federal income tax purposes as a result of the Company’s exercise of the its option under this Section 12.05 and will be subject to United States federal Federal income tax on in the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation At the Company’s option, either (a) the Company shall be deemed to have been Discharged from its obligations with respect to the Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Ten, Section 12.05, Section 12.07 and Section 12.08 (in each case, as modified by the Sixth Supplemental Indenture) and Section 3.2 of the Sixth Supplemental Indenture with respect to the Notes (“covenant defeasance option”) at any series on the 91st day time after the applicable conditions set forth below have been satisfied: (a1) the Corporation Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and trust dedicated solely to, to the benefit of the holders Holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the Outstanding Notes of such series on the dates such installments of interest or principal and interest premium are due; (b2) if the Notes of such series are then listed on any national securities exchange, the Corporation deposit shall have delivered to not cause the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Notes; (3) such series defeasance will not cause the trust resulting from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article Fifteen (as modified by the Sixth Supplemental Indenture) have been complied with; (5) such deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (6) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) shall have occurred and be continuing on the 91st day after such date; and (d7) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders such defeasance will not cause the beneficial owners of the Notes of such series will not to recognize income, gain or loss for United States U.S. federal income tax purposes as a result of the exercise of the option under this Section 12.05 and such beneficial owners will be subject to United States U.S. federal income tax on the same amount and amounts, in the same manner and at the same times time as would have been if the defeasance had not occurred, which Opinion of Counsel, in the case of the legal defeasance option, must be based on a ruling from the Internal Revenue Service or a change in the applicable U.S. federal income tax law. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Sixth Supplemental Indenture) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company referred to under the definition of covenant defeasance option had not been exercisedwith respect to such Notes shall be reinstated in full.”

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation Company shall be deemed to have been Discharged (as defined below) from its obligations with respect to the Notes of any series Securities on the 91st day after the applicable conditions set forth below have been satisfied: (a1) the Corporation Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes of such series Securities (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the Outstanding Notes of such series outstanding Securities on the dates such installments of principal and interest are due; (b2) if the Notes of such series Securities are then listed on any national securities exchange, the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 11.05 would not cause such Notes Securities to be delisted from such exchange; (c3) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes of such series Securities shall have occurred and be continuing on the date of such deposit; and; (d4) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes of such series Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 11.05 and will be subject to United States 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 option had not been exercised, and such opinion shall be based on a statute so providing or be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service; (5) the Trustee will not have a conflicting interest within the meaning of the Trust Indenture Act; (6) a breach or violation of, or default under, any other agreement or instrument to which the Company is a party or by which it is bound will not result; (7) a trust arising from such deposit will not result which constitutes an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be qualified or exempt from regulation thereunder; and (8) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Discharge have been complied with.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation At the Company’s option, either (a) the Company shall be deemed to have been Discharged from its obligations with respect to the Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Ten, Section 12.05, Section 12.07 and Section 12.08 (in each case, as modified by the Fourth Supplemental Indenture) and Section 3.2 of the Fourth Supplemental Indenture with respect to the Notes (“covenant defeasance option”) at any series on the 91st day time after the applicable conditions set forth below have been satisfied: (a1) the Corporation Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and trust dedicated solely to, the benefit of the holders Holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the Outstanding Notes of such series on the dates such installments of interest or principal and interest premium are due; (b2) if the Notes of such series are then listed on any national securities exchange, the Corporation deposit shall have delivered to not cause the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Notes; (3) such series defeasance will not cause the trust resulting from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article Fifteen (as modified by the Fourth Supplemental Indenture) have been complied with; (5) such deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (6) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) shall have occurred and be continuing on the 91st day after such date; and (d7) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders such defeasance will not cause the beneficial owners of the Notes of such series will not to recognize income, gain or loss for United States federal Federal income tax purposes as a result of the exercise of the option under this Section 12.05 and such beneficial owners will be subject to United States federal Federal income tax on the same amount and amounts, in the same manner and at the same times time as would have been if the defeasance had not occurred, which Opinion of Counsel, in the case of the legal defeasance option, must be based on a ruling from the Internal Revenue Service or a change in the applicable Federal income tax law. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fourth Supplemental Indenture) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company referred to under the definition of covenant defeasance option had not been exercisedwith respect to such Notes shall be reinstated in full.”

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation shall be deemed to have been Discharged from its obligations with respect to the Notes of any series on the 91st day after the applicable conditions set forth below have been satisfied: (a) the Corporation shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of and interest on the Outstanding Notes of such series on the dates such installments of principal and interest are due; (b) if the Notes of such series are then listed on any national securities exchange, the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes of such series shall have occurred and be continuing on the date of such deposit; and (d) the Corporation shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 and will be subject to United States 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 option had not been exercised.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation Company shall be deemed to have been (a) Discharged (as defined below) from its respective obligations with respect to the Notes of any series on the 91st day after of Securities and/or (b) released from its obligations under Article X, and, if specified pursuant to Section 2.3, its obligation under any other covenant with respect to any series of Securities, upon satisfaction of the applicable conditions set forth below have been satisfiedwith respect to any series of Securities: (a1) the Corporation The Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent (as defined below) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Notes Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if any, to pay and discharge each installment of principal of (including any mandatory sinking fund payments) of, and interest on and premium, if any, on, the Outstanding Notes outstanding Securities of such series on the dates such installments of principal and principal, interest or premium are due; (b2) if the Notes Securities of such series are then listed on any national securities exchange, the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 11.05 would not cause such Notes Securities to be delisted from such exchange; (c3) no Default or Event of Default (or any event which, after which with notice or the lapse of time or both would become, a Default or become an Event of Default) Default with respect to the Notes Securities of such series shall have occurred and be continuing on the date of such deposit; and (d4) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of the Notes Securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of the exercise of the option under this Section 12.05 11.05 and will be subject to United States 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 option had not been exercised, and, in the case of the Securities of such series being Discharged, such opinion shall be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service.

Defeasance upon Deposit of Moneys or U.S. Government Obligations. The Corporation At the Company’s option, either (a) the Company shall be deemed to have been Discharged from its obligations with respect to the Notes (“legal defeasance option”) or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Article Ten, Section 12.05, Section 12.07 and Section 12.08 (in each case, as modified by the Fifth Supplemental Indenture) and Section 3.3 of the Fifth Supplemental Indenture with respect to the Notes (“covenant defeasance option”) at any series on the 91st day time after the applicable conditions set forth below have been satisfied: (a1) the Corporation Company shall have deposited or caused to be deposited irrevocably with the Trustee or the Defeasance Agent as trust funds in trust, specifically pledged as security for, and trust dedicated solely to, to the benefit of the holders Holders of the Notes of such series (i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee and the Defeasance Agent, if anyTrustee, to pay and discharge each installment of principal (including any mandatory sinking fund payments) of and premium, if any, and interest on on, the Outstanding Notes of such series on the dates such installments of interest or principal and interest premium are due; (b2) if the Notes of such series are then listed on any national securities exchange, the Corporation deposit shall have delivered to not cause the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that the exercise of the option under this Section 12.05 would not cause such Notes to be delisted from such exchange; (c) no Default or Event of Default (or any event which, after notice or the lapse of time or both would become, a Default or an Event of Default) with respect to the Notes to have a conflicting interest for purposes of the Trust Indenture Act with respect to the Notes; (3) such series defeasance will not cause the trust resulting from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended; (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article Fifteen (as modified by the Fifth Supplemental Indenture) have been complied with; (5) such deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (6) no Event of Default or event (including such deposit) which, with notice or lapse of time or both, would become an Event of Default with respect to the Notes shall have occurred and be continuing on the date of such depositdeposit and, with respect to the legal defeasance option only, no Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) or event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) shall have occurred and be continuing on the 91st day after such date; and (d7) the Corporation Company shall have delivered to the Trustee and the Defeasance Agent, if any, an Opinion of Counsel to the effect that holders such defeasance will not cause the beneficial owners of the Notes of such series will not to recognize income, gain or loss for United States U.S. federal income tax purposes as a result of the exercise of the option under this Section 12.05 and such beneficial owners will be subject to United States U.S. federal income tax on the same amount and amounts, in the same manner and at the same times time as would have been if the defeasance had not occurred, which Opinion of Counsel, in the case of the legal defeasance option, must be based on a ruling from the Internal Revenue Service or a change in the applicable U.S. federal income tax law. Notwithstanding the foregoing, if the Company exercises its covenant defeasance option and an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) or an event which with the giving of notice or lapse of time, or both, would become an Event of Default under Section 5.01(5) or Section 5.01(6) (in each case, as modified by the Fifth Supplemental Indenture) shall have occurred and be continuing on the 91st day after the date of such deposit, the obligations of the Company referred to under the definition of covenant defeasance option had not been exercisedwith respect to such Notes shall be reinstated in full.”