Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes of any series on the day after the date of the deposit referred to in subparagraph (i) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (i) below, payments of the principal of, premium, if any, or interest on the outstanding Notes of such series on the date such payments are due; (b) the Company's obligations with respect to the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and (c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied: (i) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee as 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 the Notes of such series, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption; (ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period; (iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; (iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; (v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and (vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 5 contracts
Samples: Indenture for Senior Debt Securities (KCPL Financing Ii), Indenture for Subordinated Debt Securities (Kansas City Power & Light Co), Indenture (Great Plains Energy Inc)
Legal Defeasance. (a) The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (ia) hereof, and the provisions of this Indenture, as it relates to the such series of outstanding Notes of such seriesSecurities, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(ai) the rights of Holders of the Notes Securities of such series to receive, solely from the trust funds described in subparagraph (ia) belowhereof, payments of the principal of, premium, if any, of or interest on the outstanding Notes Securities of such series on the date such payments are due;
(bii) the Company's ’s obligations with respect to the Notes Securities of such series under Sections 2.062.4, 2.072.5, 2.132.7, 6.02 2.8 and 6.04 2.9 hereof; and
(ciii) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 8.2 hereof and the duty of the Trustee to authenticate Notes Securities of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(ia) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee 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 the Notes such series of such seriesSecurities, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestmentreinvestment 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, of and interest on all the Notes Securities of such series on the dates such payments of principal, premium, if any, principal or interest are due to maturity or redemption;
(iib) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture;
(c) 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 Notes of such series of Securities shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(56.1(iv) or (6v) hereof with respect to the Company occurs which is continuing at the end of such period;
(iiid) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(ive) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(vf) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "“investment company" ” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and
(vig) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 8.3 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 4 contracts
Samples: Senior Indenture (Fuelcell Energy Inc), Senior Indenture (Fuelcell Energy Inc), Senior Indenture (Fuelcell Energy Inc)
Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes of any series on the day after the date of the deposit referred to in subparagraph (i) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (i) below, payments of the principal of, premium, if any, or interest on the outstanding Notes of such series on the date such payments are due;
(b) the Company's ’s obligations with respect to the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and
(c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(i) the Company shall have deposited, or caused to be deposited, irrevocably (except as provided in Section 5.05) with the Trustee as 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 the Notes of such series, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Event of Default with respect to the Notes of such series specified in Section 8.01(a)(58.01(a)(4) or (65) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel and Officers’ Certificate shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "“investment company" ” (as defined in the Investment Company Act of 1940, as amended);
(vi) If such Notes are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; and
(vivii) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 3 contracts
Samples: Subordinated Indenture (Great Plains Energy Inc), Subordinated Indenture (Great Plains Energy Inc), Subordinated Indenture (Great Plains Energy Inc)
Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (ia) hereof, and the provisions of this Indenture, as it relates to the such series of outstanding Notes of such seriesSecurities, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of the Notes Securities of such series to receive, solely from the trust funds described in subparagraph (ia) belowhereof, payments of the principal of, premium, if any, of or interest on the outstanding Notes Securities of such series on the date such payments are due;
(b) the Company's ’s obligations with respect to the Notes Securities of such series under Sections 2.062.4, 2.072.5, 2.132.7, 6.02 2.8 and 6.04 2.9 hereof; and
(c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 8.2 hereof and the duty of the Trustee to authenticate Notes Securities of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(i) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee 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 the Notes such series of such seriesSecurities, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestmentreinvestment 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, of and interest on all the Notes Securities of such series on the dates such payments of principal, premium, if any, principal or interest are due to maturity or redemption;
(ii) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture;
(iii) 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 Notes of such series of Securities shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(56.1(iv) or (6v) hereof with respect to the Company occurs which is continuing at the end of such period;
(iiiiv) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(ivv) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(vvi) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "“investment company" ” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and
(vivii) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 8.3 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 3 contracts
Samples: Subordinated Indenture (Fuelcell Energy Inc), Subordinated Indenture (Fuelcell Energy Inc), Subordinated Indenture (Fuelcell Energy Inc)
Legal Defeasance. The Upon the Company’s exercise under Section 8.1 of the option applicable to this Section 8.2, the Company and the Subsidiary Guarantors shall be deemed to have been discharged from its their respective obligations with respect to all of the outstanding Notes of any series on the day after the date of the deposit referred to in subparagraph (i) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of the applicable series and the respective Note Guarantees on the date the applicable conditions set forth in Section 8.4 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such series, Legal Defeasance means that the Company shall no longer be in effect deemed to have paid and discharged the entire indebtedness represented by the Notes of such series and to have satisfied all its other obligations under the Notes of such series and this Indenture (and the Trustee, at the expense of the Company, shall, upon the request of the Company, shall execute proper instruments acknowledging the same), except as to:
for the following which shall survive until otherwise terminated or discharged hereunder: (ai) the rights of Holders of outstanding Notes of such series to receive payments in respect of the principal of, or interest or premium, if any, on the Notes of such series to receive, solely when such payments are due from the trust funds fund described in subparagraph Section 8.8 and as more fully set forth in such Section; (i) below, payments of the principal of, premium, if any, or interest on the outstanding Notes of such series on the date such payments are due;
(bii) the Company's ’s obligations with respect to the Notes of such series under Sections 2.06concerning issuing temporary Notes, 2.07registration of Notes, 2.13mutilated, 6.02 destroyed, lost or stolen Notes and 6.04 hereofthe maintenance of an office or agency for payment and money for security payments held in trust; and
(ciii) the rights, powers, trust trusts, duties and immunities of the Trustee hereunder Trustee, and the duties of the Trustee under Section 5.02 hereof Company’s and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchangeSubsidiary Guarantors’ obligations in connection therewith; provided that the following conditions shall have been satisfied:
(i) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee as 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 the Notes of such series, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent provisions of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent this Indenture relating to the defeasance contemplated by this Section 5.03 have been complied withLegal Defeasance. Subject to compliance with this Article V8, the Company may exercise its option under this Section 5.03 8.2 notwithstanding the prior exercise of its option under Section 5.04 8.3 below with respect to the Notes of any the applicable series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 2 contracts
Samples: Indenture (Sealed Air Corp/De), Indenture (Sealed Air Corp/De)
Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes of any series on the day after the date of the deposit referred to in subparagraph (i) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of such series, shall no longer be in effect (and 20 the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (i) below, payments of the principal of, premium, if any, or interest on the outstanding Notes of such series on the date such payments are due;
(b) the Company's obligations with respect to the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and
(c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(i) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee as 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 the Notes of such series, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 1 contract
Samples: Indenture (Ameren Corp)
Legal Defeasance. (a) The Company and the Guarantors shall be deemed to have been discharged from its their obligations with respect to all of the outstanding Notes of any series and the related Guarantees on the 91st day after the date of the deposit referred to in subparagraph (id) hereof, and the provisions of this Indenture, as it relates to the such series of outstanding Notes of such seriesand the related Guarantees, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(ai) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (ia) belowhereof, payments of the principal of, premium, if any, of or interest on the outstanding Notes of such series on the date such payments are due;
(bii) the Company's ’s obligations with respect to the Notes of such series under Sections 2.062.04, 2.05, 2.07, 2.132.08, 6.02 2.09 and 6.04 2.10 hereof; and
(ciii) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 8.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(ia) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee 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 the Notes such series of such seriesNotes, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestmentreinvestment 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, of and interest on all the Notes of such series on the dates such payments of principal, premium, if any, principal or interest are due to maturity or redemption;
(iib) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture;
(c) 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 Notes of such series of Notes shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(56.01(vi) or (6vii) hereof with respect to the Company occurs which is continuing at the end of such period;
(iiid) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series of Notes will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(ive) the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series of Notes over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(vf) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "“investment company" ” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and
(vig) the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 8.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 1 contract
Samples: Indenture (Lear Corp)
Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (ia) hereof, and the provisions of this Indenture, as it relates to the such series of outstanding Notes of such seriesSecurities, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(a) a. the rights of Holders of the Notes Securities of such series to receive, solely from the trust funds described in subparagraph (ia) belowhereof, payments of the principal of, premium, if any, of or interest on the outstanding Notes Securities of such series on the date such payments are due;
(b) b. the Company's ’s obligations with respect to the Notes Securities of such series under Sections 2.062.04, 2.05, 2.07, 2.13, 6.02 2.08 and 6.04 2.09 hereof; and
(c) c. the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 8.02 hereof and the duty of the Trustee to authenticate Notes Securities of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:;
(i) i. the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee 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 the Notes such series of such seriesSecurities, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestmentreinvestment 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, of and interest on all the Notes Securities of such series on the dates such payments of principal, premium, if any, principal or interest are due to maturity or redemption;
(ii) . such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture;
iii. 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 Notes of such series of Securities shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(56.01(iv) or (6v) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) iv. the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) v. the Company shall have delivered to the Trustee an Officers' ’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series of Securities over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) vi. such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "“investment company" ” (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and
(vi) vii. the Company shall have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 8.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 1 contract
Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of the outstanding Notes of any series on the day after the date of the deposit referred to in subparagraph (i) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (i) below, payments of the principal of, premium, if any, or interest on the outstanding Notes of such series on the date such payments are due;
(b) the Company's obligations with respect to the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and
(c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(i) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee as 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 the Notes of such 21 series, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 1 contract
Samples: Indenture (Ameren Corp)
Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have been paid and discharged from its obligations with respect to the entire indebtedness on all the Securities of the outstanding Notes of any such a series on the 91st day after the date of the deposit referred to in subparagraph Clause (i1) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of such series, shall no longer be in effect below (and the Trustee, at the expense of the Company, shall, shall upon the request of the Company, a Company Request execute proper instruments acknowledging the same), and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect, except as to:
for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of the Notes Outstanding Securities of such series to receive, solely from the trust funds fund described in subparagraph (i) belowSection 1304 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, or ) and interest on the outstanding Notes of such series on the date Securities when such payments are due;
, (bB) the Company's obligations with respect to the Notes of such series Securities under Sections 2.06304, 2.07305, 2.13306, 6.02 1002 and 6.04 hereof; and
1003, (cC) the rights, powers, trust trusts, duties, and immunities of the Trustee hereunder and (D) this Article Thirteen, if the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:set forth below are satisfied (hereinafter, "defeasance"):
(i1) the The Company shall have deposited, has irrevocably deposited or caused to be deposited, irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose purposes of making the following payments, specifically pledged as security for for, and dedicated solely to to, the benefit of the Holders of the Notes Securities of such series, series (i) cash in U.S. dollars and/or an amount, or (ii) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations which through the scheduled payment of principal and interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (without reinvestment)provide, not later than one day before the due date of any payment of moneypayment, cash in an amount in cashamount, or (iii) 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, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.nationally
Appears in 1 contract
Legal Defeasance. The Company shall be deemed to have been discharged from its obligations with respect to all of After the outstanding Notes of any series on the 123rd day after the date of following the deposit referred to in subparagraph clause (i) hereof1), the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes of any of the series and the provisions of this Indenture, as it relates Indenture with respect to the outstanding Notes of such series, shall no longer be other than its obligations in effect (Article 2 and the TrusteeSections 4.01, at the expense of the Company4.02, shall7.07, upon the request of the Company7.08, execute proper instruments acknowledging the same)8.04 and 8.05, except as to:
(a) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (i) below, payments of the principal of, premium, if any, or interest on the outstanding Notes of such series on the date such payments are due;
(b) the Company's obligations with respect to the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and
(c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(i1) the The Company shall have deposited, or caused to be deposited, has irrevocably deposited in trust with the Trustee Trustee, as trust funds in trust solely for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of the Notes of such series, cash in U.S. dollars and/or money or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), not later than one day before the due date of any payment of money, an amount in cash, or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent registered public accountants accounting firm expressed in a written certification certificate thereof delivered to the Trustee, through payment of interest and principal thereof in accordance with their terms, to pay principal of, of (and premium, if any, ) and interest on all the Notes of such series on the dates such payments of principal, premium, if anyto maturity.
(2) The deposit will not result in a breach or violation of, or interest are due constitute a default under, the Indenture or any other agreement or instrument to maturity which the Company is a party or redemption;by which it is bound.
(ii3) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit The Company has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that Trustee
(A) the Company has either (x) a ruling received from, or there has been published a publication by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, that the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, the defeasance and discharge and will be subject to federal income tax in on the same amounts, amount and in the same manner and at the same times as would otherwise have been the case if such depositor (y) an Opinion of Counsel, defeasance and discharge had not occurred;based on a change in law after the date of the Indenture, to the same effect as the ruling described in clause (x), and
(ivB) an Opinion of Counsel to the effect that (i) the creation of the defeasance trust does not violate the Investment Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent Act of preferring 1940, (ii) the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting valid first priority Note interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" funds (as defined in subject to customary exceptions), and (iii) after the Investment Company Act passage of 1940123 days following the deposit, as amended); andthe trust funds will not be subject to the effect of Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law.
(vi4) the 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 provided for herein relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject Prior to compliance with this Article Vthe end of the 123-day period, none of the Company’s obligations under the Indenture will be discharged. Thereafter, the Company may exercise its option Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of and the Notes of such series may not be accelerated because of an Event of DefaultIndenture except for the surviving obligations specified above.
Appears in 1 contract
Samples: Indenture (Medtronic Inc)
Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have been paid and discharged from its obligations with respect to the entire indebtedness on all the Securities of the outstanding Notes of any such a series on the 91st day after the date of the deposit referred to in subparagraph Clause (i1) hereof, and the provisions of this Indenture, as it relates to the outstanding Notes of such series, shall no longer be in effect below (and the Trustee, at the expense of the Company, shall, shall upon the request of the Company, a Company Request execute proper instruments acknowledging the same), and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect, except as to:
for the following which shall survive until otherwise terminated or discharged hereunder: (aA) the rights of Holders of the Notes Outstanding Securities of such series to receive, solely from the trust funds fund described in subparagraph (i) belowSection 1304 and as more fully set forth in such Section, payments in respect of the principal of, of (and premium, if any, or ) and interest on the outstanding Notes of such series on the date Securities when such payments are due;
, (bB) the Company's obligations with respect to the Notes of such series Securities under Sections 2.06304, 2.07305, 2.13306, 6.02 1002 and 6.04 hereof; and
1003, (cC) the rights, powers, trust trusts, duties, and immunities of the Trustee hereunder and (D) this Article Thirteen, if the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:set forth below are satisfied (hereinafter, "defeasance"):
(i1) the The Company shall have deposited, has irrevocably deposited or caused to be deposited, irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose purposes of making the following payments, specifically pledged as security for for, and dedicated solely to to, the benefit of the Holders of the Notes Securities of such series, series (i) cash in U.S. dollars and/or an amount, or (ii) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations which through the scheduled payment of principal and interest and principal in respect thereof, thereof in accordance with their terms, terms will provide (without reinvestment)provide, not later than one day before the due date of any payment of moneypayment, cash in an amount in cashamount, or (iii) 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, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.1301,1302 90 84
Appears in 1 contract
Legal Defeasance. The Company and the Guarantors shall be deemed to have been discharged from its their obligations with respect to all of the outstanding Notes of any series and the related Guarantees on the 91st day after the date of the deposit referred to in subparagraph (ia) hereof, and the provisions of this Indenture, as it relates to the such outstanding Notes of such seriesand the related Guarantees, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, upon the request of the Company, execute proper instruments acknowledging the same), except as to:
(ai) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (ia) belowhereof, payments of the principal of, premium, if any, of or interest on the outstanding Notes of such series on the date such payments are due;
(bii) the Company's obligations with respect to the such Notes of such series under Sections 2.062.04, 2.05, 2.07, 2.132.08, 6.02 2.09 and 6.04 2.10 hereof; and
(ciii) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 8.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:;
(ia) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee 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 the Notes of such seriesNotes, cash in U.S. dollars Euros and/or U.S. Euro Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestmentreinvestment 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, of and interest on all the Notes of such series on the dates such payments of principal, premium, if any, principal or interest are due to maturity or redemption;
(iib) such deposit will not result in a breach or violation of, or constitute a Default under, this Indenture;
(c) no Default or 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(56.01(vii) or (6viii) hereof with respect to the Company occurs which is continuing at the end of such period;
(iiid) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders 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 deposit, defeasance and discharge and will be subject to U.S. federal income tax in on the same amounts, amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(ive) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.
Appears in 1 contract
Legal Defeasance. The In addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have been paid and discharged from its obligations with respect to the entire indebtedness on all the Securities of the outstanding Notes of any such a series on the 91st day after the date of the deposit referred to in subparagraph Clause (i1) hereofbelow, and the provisions of this Indenture, as it relates Indenture with respect to the outstanding Notes Securities of such series, series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company’s obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the 62 BN 83622998v1 Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon the request of the Companya Company Request, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of the Notes of such series to receive, solely from the trust funds described in subparagraph (i) below, payments of the principal of, premium, if anythe conditions set forth below are satisfied (hereinafter, or interest on the outstanding Notes of such series on the date such payments are due;
(b) the Company's obligations with respect to the Notes of such series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and
(c) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 5.02 hereof and the duty of the Trustee to authenticate Notes of such series issued on registration of transfer of exchange; provided that the following conditions shall have been satisfied:
(i) the Company shall have deposited, or caused to be deposited, irrevocably with the Trustee as 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 the Notes of such series, cash in U.S. dollars and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (without reinvestment), 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 public accountants expressed in a written certification thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on all the Notes of such series on the dates such payments of principal, premium, if any, or interest are due to maturity or redemption;
(ii) 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 Notes of such series shall have occurred and be continuing on the date of such deposit and 91 days shall have passed after the deposit has been made, and, during such 91 day period, no Default with respect to the Notes of such series specified in Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is continuing at the end of such period;
(iii) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;
(iv) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Notes of such series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company;
(v) such deposit shall not cause the Trustee to have a conflicting interest within the meaning of the TIA with respect to any securities of the Company or result in the trust arising from such deposit constituting an "investment company" (as defined in the Investment Company Act of 1940, as amended); and
(vi) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the defeasance contemplated by this Section 5.03 have been complied with. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Notes of any series. Following a “defeasance, payment of the Notes of such series may not be accelerated because of an Event of Default.”):
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