Common use of Satisfaction and Discharge of Indenture Unclaimed Monies Clause in Contracts

Satisfaction and Discharge of Indenture Unclaimed Monies. Section 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 and Article 10, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant), to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity; (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Eligible Obligations deposited pursuant to this Section 11.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of outstanding Securities; provided, however, that the Trustee shall be entitled to charge any such tax, fee or other charge to such holder's account.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture Indenture, including under Article 14, ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 4.05, Article 10 and Article 1014, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstandingOutstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant)Trustee, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity;; and (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. Section 11.02. The Company shall pay and indemnify the Trustee against any tax, fee All monies or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee pursuant to this Section Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the principal and interest received in respect thereof other than any such taxCompany acting as its own paying agent), fee or other charge which by law is for the account of to the holders of outstanding Securitiesthe particular series of Securities for the payment or redemption of which such monies or Eligible Obligations have been deposited with the Trustee. Section 11.03. In connection with the satisfaction and discharge of this Indenture all monies or Eligible Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies or Eligible Obligations. Section 11.04. Any monies or Eligible Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on October 31 of each year or (if then held by the Company) shall be discharged from such trust; provided, however, that and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such monies or Eligible Obligations, and the holder of any of the Securities entitled to charge any receive such taxpayment shall thereafter, fee or other charge as an unsecured general creditor, look only to such holder's accountthe Company for the payment thereof.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture Indenture, including under Article 14, ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 4.05, Article 10 and Article 1014, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant)Trustee, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity;; and (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. Section 11.02. The Company shall pay and indemnify the Trustee against any tax, fee All monies or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee pursuant to this Section Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the principal and interest received in respect thereof other than any such taxCompany acting as its own paying agent), fee or other charge which by law is for the account of to the holders of outstanding Securitiesthe particular series of Securities for the payment or redemption of which such monies or Eligible Obligations have been deposited with the Trustee. Section 11.03. In connection with the satisfaction and discharge of this Indenture all monies or Eligible Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies or Eligible Obligations. Section 11.04. Any monies or Eligible Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on October 31 of each year or (if then held by the Company) shall be discharged from such trust; provided, however, that and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such monies or Eligible Obligations, and the holder of any of the Securities entitled to charge any receive such taxpayment shall thereafter, fee or other charge as an unsecured general creditor, look only to such holder's accountthe Company for the payment thereof.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section SECTION 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture Indenture, including under Article 14, ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 4.05, Article 10 and Article 1014, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant)Trustee, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity;; and (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. SECTION 11.02. The Company shall pay and indemnify the Trustee against any tax, fee All monies or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee pursuant to this Section Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the principal and interest received in respect thereof other than any such taxCompany acting as its own paying agent), fee or other charge which by law is for the account of to the holders of outstanding Securitiesthe particular series of Securities for the payment or redemption of which such monies or Eligible Obligations have been deposited with the Trustee. SECTION 11.03. In connection with the satisfaction and discharge of this Indenture all monies or Eligible Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies or Eligible Obligations. SECTION 11.04. Any monies or Eligible Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on October 31 of each year or (if then held by the Company) shall be discharged from such trust; provided, however, that and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such monies or Eligible Obligations, and the holder of any of the Securities entitled to charge receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof. ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 12.01. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such taxpredecessor or successor corporation, fee whether by virtue of any constitution, statute or other charge to rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such holder's accountpersonal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the 66 issuance of such Securities.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture Indenture, including under Article 14, ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 4.05, Article 10 and Article 1014, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant), to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity; (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Eligible Obligations deposited pursuant to this Section 11.01 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the holders of outstanding Securities; provided, however, that the Trustee shall be entitled to charge any such tax, fee or other charge to such holder's account.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section SECTION 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 and Article 10, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the 62 Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant)Trustee, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity;; and (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. SECTION 11.02. The Company shall pay and indemnify the Trustee against any tax, fee All monies or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee pursuant to this Section Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the principal and interest received in respect thereof other than any such taxCompany acting as its own paying agent), fee or other charge which by law is for the account of to the holders of outstanding Securitiesthe particular series of Securities for the payment or redemption of which such monies or Eligible Obligations have been deposited with the Trustee. SECTION 11.03. In connection with the satisfaction and discharge of this Indenture all monies or Eligible Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies or Eligible Obligations. SECTION 11.04. Any monies or Eligible Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on October 31 of each year or (if then held by the Company) shall be discharged from such trust; provided, however, that and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such monies or Eligible Obligations, and the holder of any of the Securities entitled to charge any receive such taxpayment shall thereafter, fee or other charge as an unsecured general creditor, look only to such holder's accountthe Company for the payment thereof.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 and Article 10, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant)Trustee, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity;; and (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. Section 11.02. The Company shall pay and indemnify the Trustee against any tax, fee All monies or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee pursuant to this Section Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the principal and interest received in respect thereof other than any such taxCompany acting as its own paying agent), fee or other charge which by law is for the account of to the holders of outstanding Securitiesthe particular series of Securities for the payment or redemption of which such monies or Eligible Obligations have been deposited with the Trustee. Section 11.03. In connection with the satisfaction and discharge of this Indenture all monies or Eligible Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies or Eligible Obligations. Section 11.04. Any monies or Eligible Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on October 31 of each year or (if then held by the Company) shall be discharged from such trust; provided, however, that and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such monies or Eligible Obligations, and the holder of any of the Securities entitled to charge any receive such taxpayment shall thereafter, fee or other charge as an unsecured general creditor, look only to such holder's accountthe Company for the payment thereof.

Satisfaction and Discharge of Indenture Unclaimed Monies. Section 11.01. Company's Option to Effect Legal Defeasance or Covenant Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Company Order or supplemental indenture establishing the series otherwise provides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations for such series under this Indenture ("legal defeasance option"). The Company at any time may terminate as to a series its obligations, if any, under any restrictive covenant, including under Section 4.05 and Article 10, which may be applicable to a particular series ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.04 shall survive until the Securities of the series are no longer outstandingOutstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and 11.04 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to any restrictive covenant which may be applicable to a particular series so defeased under the terms of the series. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) The Company irrevocably deposits in trust with the Trustee or another trustee (x) money in an amount which shall be sufficient; or (y) Eligible Obligations the principal of and the interest on which when due, without regard to reinvestment thereof, will provide moneys, which, together with the money, if any, deposited or held by the Trustee or such other trustee, shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee; or (z) a combination of money and Eligible Obligations which shall be sufficient, as demonstrated by evidence in form and substance reasonably acceptable to the Trustee (which may include a verification report from an independent accountant)Trustee, to pay the principal of and premium, if any, and interest, if any, due and to become due on such Securities on or prior to maturity;; and (2) the Company delivers to the Trustee an Opinion of Counsel to the effect that holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance but will realize income gain or loss on the Securities, including payments of interest thereon, in the same amounts and in the same manner and at the same time as would have been the case if such defeasance had not occurred and which, in the case of legal defeasance, shall be (x) accompanied by a ruling of the Internal Revenue Service issued to the Company or (y) based on a change in Federal income tax law or regulation occurring after the date hereof; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to such defeasance as contemplated by this Article Eleven have been complied with. In the event the Company exercises its option to effect a covenant defeasance with respect to the Securities of any series as described above and the Securities of that series are thereafter declared due and payable because of the occurrence of any Event of Default other than the Event of Default caused by failing to comply with the covenants which are defeased, the amount of money and securities on deposit with the Trustee may not be sufficient to pay amounts due on the Securities of that series at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. Section 11.02. The Company shall pay and indemnify the Trustee against any tax, fee All monies or other charge imposed on or assessed against the Eligible Obligations deposited with the Trustee pursuant to this Section Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the principal and interest received in respect thereof other than any such taxCompany acting as its own paying agent), fee or other charge which by law is for the account of to the holders of outstanding Securitiesthe particular series of Securities for the payment or redemption of which such monies or Eligible Obligations have been deposited with the Trustee. Section 11.03. In connection with the satisfaction and discharge of this Indenture all monies or Eligible Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such monies or Eligible Obligations. Section 11.04. Any monies or Eligible Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on such Securities shall have respectively become due and payable, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company on October 31 of each year or (if then held by the Company) shall be discharged from such trust; provided, however, that and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such monies or Eligible Obligations, and the holder of any of the Securities entitled to charge any receive such taxpayment shall thereafter, fee or other charge as an unsecured general creditor, look only to such holder's accountthe Company for the payment thereof.