Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto: (a) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: (i) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iii) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company). (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). (d) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected. (g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally. (h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Security Capital U S Realty), Indenture (Security Capital U S Realty)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with 76 83 their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Bay Apartment Communities Inc), Indenture (Trinet Corporate Realty Trust Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.7 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (iA) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity; , or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iiiC) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 5.1(e) or (10and 5.1(f) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.2 or the covenant defeasance under Section 1403 14.3 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 14.2 or Section 1403 14.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under such Act said act have been effected.
(g) After Such defeasance or covenant defeasance, as the 91st day following case may be, shall not cause the deposit, Trustee to have a conflicting interest for purposes of the trust funds will not be subject TIA with respect to any securities of the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyCompany.
(h) Notwithstanding any other provisions of this SectionSection 14.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1. Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (a) above shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee.
Appears in 2 contracts
Sources: Indenture (Price Legacy Corp), Indenture (Neurocrine Biosciences Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 607 6.08 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, (if any, on) and interest and Additional Amounts, (if any, on ) under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trusteeanother trustee satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of this Article Fourteen) to pay and discharge discharge, (Ai) the principal of of, premium (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, (if any, ) on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal of, premium (if any) or installment of principal or interest and (Bif any), (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons, and (iii) all amounts due the Trustees under Section 6.07; provided that the Trustee -------- has Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the TrusteeTrustees, in accordance with Section 110211.02, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the such Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), 5) and (8), (9) or (106) of Section 501 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a Default or an Event of Default under, this Indenture or any default under any material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 140214.02, the Company shall deliver have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of execution of this Indentureruling, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.or
Appears in 2 contracts
Sources: Indenture (New Pacific Metals Corp), Indenture (Real Brokerage Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any related coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public chartered accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will shall not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
(8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities shall not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purpose as a result of such defeasance or covenant defeasance, as the case may be, and shall be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as the case may be, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).
Appears in 2 contracts
Sources: Indenture (Imax Corp), Indenture (Imax Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 4.4 or Section 1403 4.5 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 607 6.12 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (iA) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest, if any, and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 4.6(a), money in an amount; amount or (iiiC) a combination thereof in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and (x) discharge (A) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest interest, if any, and (By) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption or purchase of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, 10 which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608bound, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualifiedin each case, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of pursuant to Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period4.6(a).
(dc) In the case of an election under Section 14024.4, the Company shall deliver have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred.
(ed) In the case of an election under Section 14034.5, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(fe) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 4.4 or the covenant defeasance under Section 1403 4.5 (as the case may be) have been complied with and an Opinion with.
(f) No Default or Event of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option Default under Section 1402 5.1(5) or Section 1403 5.1(6) with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing during the period commencing on the date of such deposit and ending on the 91st day after such date (as it being understood that this condition shall not be deemed satisfied until the case may beexpiration of such period), registration is .
(g) Such Defeasance or Covenant Defeasance shall not required under result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for 1940 unless such trust funds or (ii) all necessary registrations shall be registered under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyexempt from registration thereunder.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to as contemplated by Section 3013.1.
Appears in 2 contracts
Sources: Indenture (Federal Mogul Corp), Indenture (Federal Mogul U K Holdings Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Operating Partnership or the Company has (if the Securities of such series are Guaranteed Securities) shall have irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: (i) an amount in such currency or currencies, currency unit or units units, or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units units, or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (A) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company Operating Partnership may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the CompanyOperating Partnership).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Operating Partnership or the Company shall deliver (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Opinion of Counsel stating that (i) the Company Operating Partnership or the Company, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Operating Partnership or the Company shall deliver (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Operating Partnership or the Company shall deliver (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee a an Operating Partnership Certificate or Company Certificate Certificate, as the case may be, and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the CompanyOperating Partnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Operating Partnership or the Company, as the case may be, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Operating Partnership or the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Cabot Industrial Properties Lp), Indenture (Cabot Industrial Trust)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in 77 accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 2 contracts
Sources: Indenture (Boston Scientific Corp), Indenture (Boston Scientific Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 15.02 or Section 1403 Section 15.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 7.08 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons, and (iii) all amounts due the Trustee under Section 7.07; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 110212.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenTwelve hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as clauses (7) and (8) of Section 6.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound bound.
(4) In the case of an election under Section 15.02, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(5) In the case of an election under Section 15.03, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(6) The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance, as applicable, and will be subject to Canadian federal, provincial or territorial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) assume that Holders of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the CompanySecurities include Holders who are not resident in Canada).
(c7) No Event The Company is not an "insolvent person" within the meaning of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities the Bankruptcy and any coupons appertaining thereto has occurred and is continuing Insolvency Act (Canada) on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.01.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 15.02 or the covenant defeasance under Section 15.03 (as the case may be), have been complied with.
Appears in 2 contracts
Sources: Indenture (Uranium Energy Corp), Indenture (Uranium Energy Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 607 6.07 who shall agree to comply with the provisions of this Article Fourteen XIV applicable to it) 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 such Securities and any coupons appertaining thereto: , (i) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; thereto or (iii) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge discharge, (A) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 5.01(f) or (10and 5.01(g) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 140214.02, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 140314.03, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.02 or the covenant defeasance under Section 1403 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph clause (a) above and the related exercise of the Company's option under Section 1402 14.02 or Section 1403 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act said act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this SectionSection 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.01.
Appears in 2 contracts
Sources: Indenture (Summit Securities Inc /Id/), Indenture (Metropolitan Mortgage & Securities Co Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 1302 or Section 1403 1303 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen Thirteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsor interest, if any, on or any other sums due under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any) and interest, if any, on) and interest and Additional Amounts, if any, on any other sums due under such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal interest, if any, or interest any other sums and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021002 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenTen hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(3) In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(4) The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance shall and will be subject to Canadian federal and provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Companyresident in Canada).
(c5) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(6) No Event of Default or event which that, with notice or lapse the passing of time or both would become the giving of notice, or both, shall constitute an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (75), (8), 6) and (9) or (10) of 7)of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d7) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the The Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain Trustee or loss for federal income tax purposes as a result of such covenant defeasance and will the trust so created to be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After 8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization Company is a party or similar laws affecting creditors' rights generallyby which it is bound.
(h9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with.
Appears in 2 contracts
Sources: Indenture (Field Trip Health Ltd.), Indenture (Fortuna Silver Mines Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest or on a Redemption Date therefor and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(5) or (10and 501(6) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Connecticut Southern Railroad Inc), Indenture (Connecticut Southern Railroad Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.76
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.. 77
Appears in 2 contracts
Sources: Indenture (Bay Apartment Communities Inc), Indenture (Trinet Corporate Realty Trust Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretoseries:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: Securities, (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretoSecurities; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(7) or (10and 501(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Accredo Therapeutics Inc), Indenture (Accredo Therapeutics Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 1202 or Section 1403 1203 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 609 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount (in such currency or currenciescurrency, currencies of currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (ii2) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(f) or (10and 501(g) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 14021202, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times time as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 14031203, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 1202 or the covenant defeasance under Section 1403 1203 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 1202 or Section 1403 1203 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Senior Indenture (Teligent Inc), Subordinated Indenture (Teligent Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (including any premium) and premium or Make-Whole Amountinterest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 2 contracts
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Trinet Corporate Realty Trust Inc), Indenture (Trinet Corporate Realty Trust Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.. 77
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Trinet Corporate Realty Trust Inc), Indenture (Bay Apartment Communities Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.7 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 110211.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Section 5.1(7) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.
(4) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such election and such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such defeasance had not occurred.
(e5) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the deposit and such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1.
(7) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (as the case may be) have been complied with.
Appears in 2 contracts
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any), and interest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants (which shall be expressed in a written certification thereof delivered to the Company, that is attached to an Officer's Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided related coupons; PROVIDED that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.
(6) The Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
(7) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purpose as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).
(9) The Company is not an "insolvent person" within the meaning of the BANKRUPTCY AND INSOLVENCY ACT (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall deliver not be deemed satisfied until the expiration of such period).
(10) The Company has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a such deposit pursuant shall not cause the Trustee or the trust so created to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under be subject to the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) discharge, the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(5) or (10and 501(6) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301therewith.
Appears in 2 contracts
Sources: Indenture (Carramerica Realty Corp), Indenture (Carramerica Realty L P)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
(8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purpose as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).
(9) The Company is not an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
Appears in 2 contracts
Sources: Indenture (Hub International LTD), Indenture (Hub International LTD)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated 50 Maturity; ) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (iiand premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto, or (2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Hospitality Properties Trust), Indenture (Hospitality Properties Trust)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on payable in the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants or nationally recognized independent investment banking firm expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (95) or (106) of Section 501 Subsection 501(a) are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii2) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to federal U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i1) as a result of a deposit pursuant to paragraph Subsection (a) above of this Section and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii2) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Teekay Shipping Corp), Indenture (Teekay Shipping Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Sated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, any case, in an amount, sufficient, sufficient without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) discharge, the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Centerpoint Properties Corp), Indenture (Centerpoint Properties Trust)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 10.4 or Section 1403 10.5 to any Outstanding Securities of or within a series and any coupons Coupons appertaining thereto:
(a1) The Company has irrevocably Issuer or the Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee Trustee satisfying the requirements of Section 607 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons Coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (ia) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons Coupons appertaining thereto are then specified as payable at Stated Maturity; maturity), or (iib) if Securities of such series are not subject to repayment at the option of Holders, U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (X) or (Y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 10.6(1), money in an amount; amount or (iiic) a combination thereof in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (AX) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons Coupons appertaining thereto on the Stated Maturity maturity of such principal or installment of principal or interest and (BY) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons Coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company Issuer may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, XII which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company Issuer or the Guarantor is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) In the case of an election under Section 140210.4, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel stating to the effect that (ia) the Company Issuer or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iib) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons Coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on 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.
(e4) In the case of an election under Section 140310.5, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons Coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f5) The Company Issuer shall deliver have delivered to the Trustee a Company an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 10.4 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 10.5 (as the case may be), registration is including those contained in this Section 10.6 other than the 90 day period specified in Section 10.6(7), have been complied with.
(6) This Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.
(7) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not required under be deemed satisfied until after such 90th day).
(8) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for 1940 unless such trust funds or (ii) all necessary registrations shall be registered under such Act have been effectedor exempt from registration thereunder.
(g9) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Issuer in connection therewith pursuant to as contemplated by Section 3012.3.
Appears in 2 contracts
Sources: Junior Subordinated Indenture (AXIS Specialty Finance LLC), Subordinated Indenture (AXIS Specialty Finance LLC)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Debt Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Debt Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (iif) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Debt Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated MaturityMaturity or the applicable Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Debt Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption Date, as the case may be, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Debt Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under subsection (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on such Debt Securities provided such Debt Securities are redeemed on a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such Debt Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture.
(g) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) that, as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyfunds.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Bre Properties Inc /Md/), Indenture (Bre Properties Inc /Md/)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Issuer is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Issuer shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyIssuer's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Issuer in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (First Industrial Realty Trust Inc), Indenture (First Industrial Realty Trust Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Debt Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trustee 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 such Debt Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Debt Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of of) (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Debt Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any coupons appertaining thereto on the day date on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or of lapse of time or both would become an Event of Default with respect to such Debt Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).,
(d) In the case of an any election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
. (f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Bre Properties Inc /Md/), Indenture (Bre Properties Inc /Md/)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 4.4 or Section 1403 4.5 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 607 6.11 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged with instructions to the Trustee as security forto the application thereof, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: (iA) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 4.6(a), money in an amount; amount or (iiiC) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion determination of a nationally recognized independent accounting or investment banking firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee in the case of clauses (B) or (C), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ax) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (By) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, X which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance The deposit pursuant to subsection (a) above shall not result in or constitute a Default or Event of Default under this Indenture or result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No In the case of an election under Section 4.4, no Default or Event of Default under Section 5.1(4) or event which with notice or lapse of time or both would become an Event of Default 5.1(5) with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing during the period commencing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period and ending on the 91st day after the such date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 14024.4, the Company shall deliver have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, amounts and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred.
(e) In the case of an election under Section 14034.5, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 4.4 or the covenant defeasance under Section 1403 4.5 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 4.4 or Section 1403 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such Act said act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to as contemplated by Section 3013.1.
Appears in 2 contracts
Sources: Indenture (Advanced Energy Industries Inc), Indenture (Superconductor Technologies Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has PCS shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest interest, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, ; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company PCS may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company PCS is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(f) or (10and 501(g) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company PCS shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company PCS has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company PCS shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company PCS shall deliver have delivered to the Trustee an Opinion of Counsel in Canada or a Company ruling from Revenue Canada, Customs, Excise and Taxation to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding Securities include Holders who are not resident in Canada).
(g) PCS shall not be an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(h) PCS shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph Paragraph (a) above and the related exercise of the CompanyPCS's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds funds, or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(hi) Notwithstanding any other provisions of this SectionSection 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company PCS in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Potash Corporation of Saskatchewan Inc), Indenture (Potash Corporation of Saskatchewan Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has Corporation shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (including any premium) and premium or Make-Whole Amountinterest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such such, principal (and premium, if any) or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company Corporation may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) The Corporation is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Corporation is a party or by which it is bound.
(5) In the case of an election under Section 1402, the Company Corporation shall deliver have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company Corporation has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 1403, the Company Corporation shall deliver have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The Company shall deliver Corporation has delivered to the Trustee a Company Certificate and an Opinion of CounselCounsel in Canada or a ruling from The Canada Revenue Agency to the effect that the Holders of the Outstanding Securities and any related coupons will not recognize income, each gain or loss for Canadian federal, provincial or territorial income tax purposes as a result of such defeasance as covenant defeasance and will be subject to Canadian federal, provincial or territorial income tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).
(8) The Corporation shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent the deposit made by the Corporation pursuant to the defeasance its election under Section 1402 or 1403 was not made by the covenant defeasance under Section 1403 Corporation with the intent of preferring the Holders over other creditors of the Corporation or with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others.
(as 9) The Corporation has delivered to the case may be) have been complied with and Trustee an Opinion of Counsel to the effect that either (i) as a result of a such deposit pursuant shall not cause the Trustee or the trust so created to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under be subject to the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h10) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(11) The Corporation shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 2 contracts
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (iA) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity; , or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iiiC) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c3) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f6) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to paragraph clause (a1) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under such Act said act have been effected.
(g7) After Such defeasance or covenant defeasance, as the 91st day following case may be, shall not cause the deposit, Trustee to have a conflicting interest for purposes of the trust funds will not be subject TIA with respect to any securities of the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyCompany.
(h) 8) Notwithstanding any other provisions of this SectionSection 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (1) above shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee.
Appears in 2 contracts
Sources: Indenture Agreement (Realty Income Corp), Indenture (Realty Income Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Debt Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Debt Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations obligations applicable to such Debt Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Debt Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute constitute, a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Debt Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute 72 terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Bre Properties Inc /Md/), Indenture (Bre Properties Inc /Md/)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 609 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency, currencies or currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (including any premium) and premium or Make-Whole Amountinterest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money related coupons.
(2) No Event of Default or the proceeds event which with notice or lapse of such Government Obligations to such payments time or both would become an Event of Default with respect to such Securities. Before such a deposit, Securities and any related coupons shall have occurred and be continuing on the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion date of such Outstanding Securities deposit or, insofar as subsections 501(4) and (5) are concerned, at a future any time during the period ending on the 91st day after the date in accordance with the terms of the Securities of such series and Article Eleven, which notice deposit (it being understood that this condition shall not be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying deemed satisfied until the foregoingexpiration of such period).
(b3) Such defeasance or covenant defeasance shall not cause the Trustee for such Securities to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to any securities of the Company.
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound bound.
(and shall not cause the Trustee to have a conflicting interest 5) If, but only if, specified pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, 301 as being required with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any related coupons appertaining thereto has occurred and is continuing on that are the date subject of such deposit ordefeasance, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In in the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this IndentureApril 1, 1990 there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In If, but only if, specified pursuant to Section 301 as being required with respect to the Securities and any related coupons that are the subject of covenant defeasance, in the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.
(8) The Company shall deliver have delivered to the Trustee a Company an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (aSection 1404(1) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to Company, the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (United Technologies Corp /De/), Indenture (United Technologies Corp /De/)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 607 6.8 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an and amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons, and (iii) all amounts due to the Trustees under Section 6.7; provided that the Trustee -------- has Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the TrusteeTrustees, in accordance with Section 110211.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, or insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 5.1 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is party or by which it is bound.
(4) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ia) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iib) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f6) The Company shall deliver have delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Agency to the effect that either (i) the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of a deposit pursuant such defeasance or covenant defeasance, as applicable, and will be subject to paragraph Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (a) above and for the related exercise purposes of such opinion, such Canadian counsel shall assume that Holders of the Company's option under Section 1402 or Section 1403 Securities include Holders who are not resident in Canada).
(as the case may be), registration 7) The Company is not required under an “insolvent person” within the Investment Company meaning of the Bankruptcy and Insolvency Act (Canada) on the date of 1940, as amended, by such deposit or at any time during the Company period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the trust funds representing date of such deposit or by or, insofar as paragraphs (5) and (6) of Section 5.1 are concerned, at any time during the Trustee for period ending on the 91st day after the date of such trust funds or deposit (ii) all necessary registrations under it being understood that this condition shall not be deemed satisfied until the expiration of such Act have been effectedperiod).
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1.
(10) The Company shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (as the case may be), have been complied with.
Appears in 2 contracts
Sources: Indenture (North American Palladium LTD), Indenture (North American Palladium LTD)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 4.4 or Section 1403 4.5 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably or the Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 607 6.12 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (iA) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 4.6(a), money in an amount; amount or (iiiC) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ax) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (By) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, 10 which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Default or Event of Default under Section 5.1(4) or event which with notice or lapse of time or both would become an Event of Default 5.1(5) with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing during the period commencing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period and ending on the 91st day after the such date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 14024.4, the Company shall deliver have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred.
(e) In the case of an election under Section 14034.5, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 4.4 or the covenant defeasance under Section 1403 4.5 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 4.4 or Section 1403 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such Act said act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith pursuant to as contemplated by Section 3013.1.
Appears in 2 contracts
Sources: Indenture (Northwest Airlines Inc /Mn), Indenture (Northwest Airlines Inc /Mn)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) discharge, the principal of (and premium or Make-Make- Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(7) or (10and 501(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.appertaining
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.7 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (iA) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity; , or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iiiC) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.on
Appears in 1 contract
Sources: Indenture (Excel Legacy Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.7 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (iA) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity; , or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto and installments of principal and interest thereon are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iiiC) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 5.1(f) or (10and 5.1(g) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters stating that subsequent to the date of this Indenture, (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee an Opinion of Counsel of outside counsel of recognized standing with respect to federal income tax matters to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.2 or the covenant defeasance under Section 1403 14.3 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to paragraph paragrph (a) above and the related exercise of the Company's option under Section 1402 14.2 or Section 1403 14.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under such Act said act have been effected.
(g) After Such defeasance or covenant defeasance, as the 91st day following case may be, shall not cause the deposit, Trustee to have a conflicting interest for purposes of the trust funds will not be subject TIA with respect to any securities of the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyCompany.
(h) Notwithstanding any other provisions of this SectionSection 14.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1. Any deposits with the Trustee (or other qualifying trustee) referred to in paragraph (a) above shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount in such currency amount, or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), (8), 8) and (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound or cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended.
(5) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same 95 106 manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1402 or 1403, the Company shall deliver represent to the Trustee a that the deposit made by the Company Certificate and an Opinion of Counsel, each stating that all conditions precedent pursuant to the defeasance its election under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is was not required under the Investment Company Act of 1940, as amended, made by the Company with respect to the trust funds representing such deposit intent of preferring the Holders of Securities of any series over other creditors of the Company or by with the Trustee for such trust funds intent of defeating, hindering, delaying or (ii) all necessary registrations under such Act have been effecteddefrauding creditors of the Company or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (CCC Capital Trust Ii)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 1202 or Section 1403 1203 to any the then Outstanding Securities of or within a series and any coupons appertaining theretothe applicable Series:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 609 who shall agree to comply with the provisions of this Article Fourteen Twelve applicable to it) funds in trust for the purpose of making the following payments, payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such all Outstanding Securities and any coupons appertaining thereto: of the applicable Series, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretopayment, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally an internationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) discharge, the principal of (and premium or Make-Whole Amountof, if any, on) and interest and Additional Amounts, if any (and premium, if any, ) and each installment of interest on such Outstanding the applicable Series of Securities and any coupons appertaining thereto on the Stated Maturity of such principal principal, Additional Amounts, if any (or premium, if any) or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretoSeries of Securities.
(2) In the case of an election under Section 1202, provided that the Company shall have delivered to the Trustee -------- an Opinion of Counsel stating that (x) the Company has received from, or there has been irrevocably instructed published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable United States Federal income tax law, in either case to apply the effect that, and based thereon such money or opinion shall confirm that, the proceeds Holders of such Government Obligations to such payments the Outstanding Securities with respect to such Securities. Before Series of Securities will not recognize gain or loss for United States Federal income tax purposes as a result of such a deposit, defeasance and discharge and will be subject to United States Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred.
(3) In the case of an election under Section 1203, the Company may give shall have delivered to the TrusteeTrustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of the applicable Series will not recognize gain or loss for United States Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to United States Federal income tax on the same amount, in accordance with Section 1102, a notice of its election to redeem all or any portion of the same manner and at the same times as would have been the case if such Outstanding Securities at a future date in accordance with the terms of the Securities of such series deposit and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingcovenant defeasance had not occurred.
(b4) Such defeasance or covenant defeasance The Company shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument have delivered to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act an Officers' Certificate to the extent the Indenture is qualifiedeffect that such Series of Securities, with respect to if then listed on any Security securities exchange, will not be delisted as a result of the Company)such deposit.
(c5) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses subsections 501(4) and (7), (8), (95) or (10) of Section 501 inclusive are concerned, at any time during the period ending on the 91st 121st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d6) In the case of an election under Section 1402Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, is a party or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurredby which it is bound.
(e7) In the case of an election under Section 1403, the The Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that payment of amounts deposited in trust with the Holders of such Outstanding Securities and any coupons appertaining thereto Trustee as provided in clause (1) hereof will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax future taxes, duties, fines, penalties, assessments or other governmental charges imposed, levied, collected, withheld or assessed by, within or on behalf of Argentina or any political subdivision or governmental authority thereof or therein having power to tax, except to the same amounts, extent that Additional Amounts in the same manner and at the same times as would respect thereof shall have been deposited in trust with the case if such covenant defeasance had not occurredTrustee as provided in clause (1) hereof.
(f) 8) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, Counsel each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 1202 or the covenant defeasance under Section 1403 (1203, as the case may be) , have been complied with and with.
(9) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an Opinion of Counsel to the effect that either (i) investment company as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under defined in the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Perez Companc Sa)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 ------------ ------------ to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the ----------- provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: (i) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one (1) day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (A) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest interest, and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of ------------ such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending ----------- on the 91st ninety-first (91st) day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver ------------ has delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver ------------ has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant ------------ defeasance under Section 1403 (as the case may be) have been complied ------------ with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as ------------ ------------ the case may be), registration is not required under the 77 Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds funds, or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st ninety-first (91st) day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Homestead Village Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or of Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(7) or (10and 501(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Debt Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Debt Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (iif) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Debt Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated MaturityMaturity or the applicable Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Debt Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption Date, as the case may be, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Debt Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Debt Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Debt Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, Indenture there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Debt Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under subsection (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on such Debt Securities provided such Debt Securities are redeemed on a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such Debt Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture.
(g) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) that, as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallyfunds.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Bre Properties Inc /Md/)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the either Trustee (or another trustee satisfying the requirements of Section 607 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will shall provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public chartered accountants expressed in a written certification thereof delivered to the TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and interest, if any, (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons, and (iii) all amounts due the Trustees under Section 607; provided that the Trustee -------- has Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the TrusteeTrustees, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee Trustees an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f6) The Company shall deliver have delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and Trustees an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Agency to the effect that either (i) the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal, provincial or territorial income tax or other tax purposes as a result of a deposit pursuant such defeasance or covenant defeasance, as applicable, and will be subject to paragraph Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance, as applicable, not occurred (a) above and for the related exercise purposes of such opinion, such Canadian counsel shall assume that Holders of the Company's option under Section 1402 or Section 1403 Securities include Holders who are not resident in Canada).
(as the case may be), registration 7) The Company is not required under an “insolvent person” within the Investment Company meaning of the Bankruptcy and Insolvency Act (Canada) on the date of 1940, as amended, by such deposit or at any time during the Company period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(8) No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the trust funds representing date of such deposit or by or, insofar as paragraphs (5) and (6) of Section 501 are concerned, at any time during the Trustee for period ending on the 91st day after the date of such trust funds or deposit (ii) all necessary registrations under it being understood that this condition shall not be deemed satisfied until the expiration of such Act have been effectedperiod).
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h9) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(10) The Company shall have delivered to the Trustees an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be), have been complied with.
Appears in 1 contract
Sources: Indenture (Ati Technologies Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree in writing with the Company and the Trustee, an executed copy of which shall be provided to the Trustee, to comply with the provisions of this Article Fourteen applicable to itit (any such other trustee being referred to herein, and in Section 1405, as an "Other Qualifying 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeOther Qualifying Trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture - 76 - 84 and of such Securities and any coupons appertaining thereto, provided that . The Trustee shall have no liability for the Trustee -------- has been irrevocably instructed to apply such money actions or the proceeds omissions of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the any Other Qualifying Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or a Guarantor is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.. - 77 - 85
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions precedent or, as specifically noted below, subsequent, to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:related coupons: 77
(a1) The Company has shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security forfor the benefit of, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: related coupons, (iA) Dollars in an amount in such currency amount, or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpayment, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iii) a combination thereof Dollars in an amount, or (C) a combination thereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the TrusteeTrustee (or other qualifying trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the each installment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal or installment of principal (and premium, if any) or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and Indenture, the Securities of such series and the coupons, if any, appertaining thereto, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto, provided that on the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securitiesdue dates thereof. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing (A) on the date of such deposit or (B) insofar as paragraphs (4) and (5) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that the condition in this clause (B) is a condition subsequent and shall not be deemed satisfied until the expiration of such period).
(3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest as defined in TIA Section 310(b) or otherwise for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended.
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound bound.
(and 5) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Trustee Securities Exchange Act of 1934, as amended, to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)be delisted.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d6) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities of such series and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e7) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities of such series and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f8) Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed in connection therewith pursuant to Section 301.
(9) The Company shall deliver have delivered to the Trustee a Company an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent and subsequent provided for in this Indenture relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedwith.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Viacom Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on 74 81 the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Oasis Residential Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen 14 applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal principal, premium, if any, or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons; provided, provided however, that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or Indenture.
(3) Notwithstanding any other material agreement provisions of this Section 1404, such defeasance or instrument to which the Company is a party covenant defeasance shall be effected in compliance with any additional or by which it is bound (and shall not cause the Trustee to have a conflicting interest substitute terms, conditions or limitations in connection therewith pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)301.
(c4) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the The Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedsatisfied.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 4.4 or Section 1403 4.5 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 607 6.11 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (iA) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 4.6(a), money in an amount; amount or (iiiC) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ax) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (By) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven10, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Default or Event of Default under Section 5.1(4) or event which with notice or lapse of time or both would become an Event of Default 5.1(5) with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing during the period commencing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period and ending on the 91st day after the such date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 14024.4, the Company shall deliver have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred.
(e) In the case of an election under Section 14034.5, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 4.4 or the covenant defeasance under Section 1403 4.5 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the the, related exercise of the Company's option under Section 1402 4.4 or Section 1403 4.5 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such Act said act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to as contemplated by Section 3013.1.
Appears in 1 contract
Sources: Indenture (Ual Corp Capital Trust I)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, and Additional Amounts, if any, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, and Additional Amounts, if any, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest or Additional Amounts, if any; and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; and (iii) all necessary and proper fees, provided that compensation and expenses of the Trustee -------- has been irrevocably instructed pertaining to apply such money or the proceeds of such Government Obligations to such payments Securities with respect to which such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingdeposit is made.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that (A) either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Dynex Capital Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount104 premium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided related coupons; PROVIDED that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(5) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 105 such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1402 or 1403, the Company shall deliver represent to the Trustee a that the deposit made by the Company Certificate and an Opinion of Counsel, each stating that all conditions precedent pursuant to the defeasance its election under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is was not required under the Investment Company Act of 1940, as amended, made by the Company with respect to the trust funds representing such deposit intent of preferring the Holders of Securities of any series over other creditors of the Company or by with the Trustee for such trust funds intent of defeating, hindering, delaying or (ii) all necessary registrations under such Act have been effecteddefrauding creditors of the Company or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (Cablevision Systems Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to the application of Section 1402 13.2 or Section 1403 13.3 to any Outstanding Securities or any series of or within a series and any coupons appertaining thereto:
(a) Securities, as the case may be: The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying which satisfies the requirements of contemplated by Section 607 who shall agree 6.9 and agrees to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit benefits of the Holders of such Securities, in the case of Securities and any coupons appertaining thereto: (i) of a series denominated in currency of the United States of America, cash in currency of the United States of America in an amount in such currency amount, or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (ii) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium payment, an amount in cash, or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; or (iii) a combination thereof thereof, or in the case of Securities of a series denominated in currency other than that of the United States of America, cash in the currency in which such series of Securities is denominated in an amount, sufficientor Foreign Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, without consideration not later than one day before the due date of any reinvestment of such principal and interestpayment, an amount in cash, or a combination thereof, in each case 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 and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge (A) discharge, the principal of (and any premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the respective Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable Maturities, in accordance with the terms of this Indenture and such Securities. For Securities denominated in United States dollars, in the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that the Company has received from, or there has been published by, the Internal Revenue Service a ruling or since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed discharge to apply such money or the proceeds of such Government Obligations to such payments be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. For Securities denominated in United States dollars, in the event of an election to have Section 13.3 apply to any Securities or any series of Securities. Before such a deposit, as the case may be, the Company may give shall have delivered to the TrusteeTrustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in accordance the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. The Company shall have delivered to the Trustee an Officers' Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. No event which is, or after notice or lapse of time or both would become, an Event of Default with Section 1102, a notice of its election respect to redeem all such Securities or any portion other Securities shall have occurred and be continuing at the time of such Outstanding Securities deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a future date in accordance with conflicting interest within the terms meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such series and Article Eleven, which notice shall be irrevocableAct). Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance Defeasance or covenant defeasance Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and bound. Such Defeasance or Covenant Defeasance shall not cause result in the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) trust arising from such deposit constituting an investment company within the meaning of the Trust Indenture Investment Company Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default unless such trust shall be registered under such Act or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the exempt from registration thereunder. The Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to the defeasance under Section 1402 such Defeasance or the covenant defeasance under Section 1403 (as the case may be) Covenant Defeasance have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedwith.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Sigma Designs Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their the terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, sufficient without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge (A) discharge, the principal of (and - 71 - premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After At the 91st day following time of such deposit,
(A) no default in the depositpayment of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing,
(B) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, the trust funds will not be subject and continuing to be, due and payable prior to the effect date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and
(C) no other event of default with respect to any applicable bankruptcySenior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable; or in the case of either clause (A), insolvency(B) or (C) above, reorganization each such default or similar laws affecting creditors' rights generallyevent of default shall have been cured or waived or shall have ceased to exist.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, - 72 - conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Partnership shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.77
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Partnership is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Partnership shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyPartnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Partnership in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Beacon Properties L P)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.07 who shall agree to comply with the provisions of this Article Fourteen 14 applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest interest, if any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal principal, premium, if any, or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons; provided, provided however, that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 110211.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)Indenture.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) In the case of an election under Section 1402covenant defeasance, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h4) Notwithstanding any other provisions of this SectionSection 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.01.
(5) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been satisfied.
Appears in 1 contract
Sources: Indenture (Hughes Electronics Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Partnership shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Partnership is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Partnership shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyPartnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.. 77
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Partnership in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Beacon Properties L P)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Partnership shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in 76 accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Partnership is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Partnership shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyPartnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, 77 conditions or limitations which may be imposed on the Company Partnership in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee Trustee satisfying the requirements of Section 607 6.7 who shall agree to comply with the provisions of this Article Fourteen XIV applicable to it) 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 such Securities and any coupons appertaining thereto: , (iA) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iiiC) a combination thereof thereof, in any case, in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeTrustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c3) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 5.1(6) or (10and 5.1(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d4) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (iA) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (iiB) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f6) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.2 or the covenant defeasance under Section 1403 14.3 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to paragraph clause (a1) above and the related exercise of the Company's option under Section 1402 14.2 or Section 1403 14.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (iiB) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h7) Notwithstanding any other provisions of this SectionSection 14.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.3.1. -97- 106
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any series of Outstanding Securities of or within a series and any coupons appertaining theretoSecurities:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: Securities, (iA) an amount in such currency of money or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, Securities; provided that the Trustee shall have been -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (6) and (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(5) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) In the case of an election under either Section 1402 or 1403, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1402 or 1403 was not made by the Company with the intent of preferring the Holders of Securities of any series over other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others.
(8) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedwith.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Atmos Energy Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated Coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related Coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto related Coupons are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms (without consideration of any reinvestment thereof) will provide, not later than one day before the due date of any payment of principal of (including any premium) and premium or Make-Whole Amountinterest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated Coupons, money in an amount; or (iii) a combination thereof - 77 - in an amount, or (C) a combination thereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto related Coupons on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto related Coupons on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related Coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related Coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has related Coupons shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto related Coupons will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto related Coupons will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (Newell Co)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any), and interest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants (which shall be expressed in a written certification thereof delivered to the Company, that is attached to an Officer’s Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h5) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(6) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
(7) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purpose as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).
(9) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(10) The Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended.
Appears in 1 contract
Sources: Indenture (Encana Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.7 who shall agree to comply with the provisions of this Article Fourteen 14 applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal principal, premium, if any, or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons; provided, provided however, that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 110211.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)Indenture.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h3) Notwithstanding any other provisions of this SectionSection 14.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1.
(4) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 14.2 or the covenant defeasance under Section 14.3 (as the case may be) have been satisfied.
Appears in 1 contract
Sources: Indenture Agreement (Protection One Alarm Monitoring Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretoseries:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: Securities, (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretoSecurities; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(7) or (10and 501(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with (or, with respect to Section 1404(g), will be complied with upon expiration of the period specified therein) and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.. -71-
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 1502 or Section 1403 1503 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen Fifteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount in such currency amount, or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided related coupons; PROVIDED that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, 106 which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), (8), 8) and (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that, pursuant to the provisions of Section 1202 or 1203, would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) such defeasance or Covenant Defeasance must not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Company is a party or by which it is bound or cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended.
(5) In the case of an election under Section 14021502, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 14031503, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1502 or 1503, the Company shall deliver represent to the Trustee a that the deposit made by the Company Certificate and an Opinion of Counsel, each stating that all conditions precedent pursuant to the defeasance its election under Section 1402 1502 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is 1503 was not required under the Investment Company Act of 1940, as amended, made by the Company with respect to the trust funds representing such deposit intent of 107 preferring the Holders of Securities of any series over other creditors of the Company or by with the Trustee for such trust funds intent of defeating, hindering, delaying or (ii) all necessary registrations under such Act have been effecteddefrauding creditors of the Company or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (CCC Capital Trust Ii)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a) The Company has Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.07 who shall agree to comply with the provisions of this Article Fourteen XIV applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (including any premium) and premium or Make-Whole Amountinterest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeanother trustee satisfying the requirements of Section 6.07) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingrelated coupons.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), e) and (8), (9) or (10f) of Section 501 5.01 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound.
(d) In the case of an election under Section 140214.02, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 140314.03, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 3.01.
(g) If the Securities are to be optionally redeemed, either notice of such redemption shall have been given or the Issuer shall have given the Trustee irrevocable instructions to give such notice.
(h) The Company Issuer shall deliver have delivered to the Trustee a Company an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to either the defeasance under Section 1402 14.02 or the covenant defeasance under Section 1403 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's Issuer’s option under Section 1402 14.02 or Section 1403 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Issuer, with respect to the trust funds representing such deposit deposit, or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Execution Version (Eaton Corp PLC)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 4.4 or Section 1403 4.5 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 607 6.12 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (iA) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 4.6(a), money in an amount; amount or (iiiC) a combination thereof in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (AX) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (BY) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, 10 which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other 61 material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 14024.4, the Company shall deliver have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, amount and in the same manner and at the same times times, as would have been the case if such deposit, defeasance and discharge had not occurred.
(ed) In the case of an election under Section 14034.5, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(fe) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 4.4 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 4.5 (as the case may be), registration is including those contained in this Section 4.6 other than the 90 day period specified in Section 4.6(g), have been complied with.
(f) The Company shall have delivered to the Trustee an Officer's Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.
(g) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not required under be deemed satisfied until after such 90th day).
(h) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for 1940 unless such trust funds or (ii) all necessary registrations shall be registered under such Act have been effectedor exempt from registration thereunder.
(gi) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith as contemplated by Section 3.1.
(j) No event or condition shall exist that, pursuant to Section 301the provisions of Article 12, would prevent the Company from making payments of the principal of or interest on the Securities of such series and coupons appertaining thereto on the date of such deposit.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.8 who shall agree to comply with the provisions of this Article Fourteen 14 applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) At the time of such deposit: (A) no default in the payment of all or a portion of principal of (or premium, if any) or interest on or other obligations in respect of any Senior Indebtedness shall have occurred and be continuing, and no event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable and (B) no other event with respect to any Senior Indebtedness shall have occurred and be continuing permitting (after notice or the lapse of time, or both) the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, or, in the case of either clause (A) or clause (B) above, each such default or event of default shall have been cured or waived or shall have ceased to exist.
(c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(cd) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 5.1(5) or (10and 5.1(6) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(de) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(ef) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(fg) The Company shall deliver have delivered to the Trustee a Company an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.2 or the covenant defeasance under Section 1403 14.3 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's ’s option under Section 1402 14.2 or Section 1403 14.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(gh) After The Company shall have delivered to the 91st day following Trustee an Officers’ Certificate to the depositeffect that the Securities, the trust funds if then listed on any securities exchange, will not be subject to the effect delisted as a result of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallysuch deposit.
(hi) Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Article 6 and for purposes of the TIA with respect to any securities of the Company.
(j) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 4.4 or Section 1403 4.5 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(ai) The Company has irrevocably shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee satisfying the requirements of Section 607 6.12 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 4.3 through 4.9 inclusive and the last paragraph of Section 9.3 applicable to itthe Trustee, for purposes of such Sections also a "Trustee") as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) if Securities of such series are not subject to repayment at the option of Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms (and without any regard to reinvestment thereof) will provide, not later than one day before the due date of any payment referred to in clause (x) or (y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 4.6(a), money in an amount; amount or (iiiC) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ax) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (By) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, 10 which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing, in which case, notwithstanding anything in Section 4.4 or Section 4.5 to the contrary, the provisions of such Article 10 shall survive to the extent they apply to the redemption to be made on such Redemption Date; and (ii) ninety-one or more days shall have elapsed from the date of the deposit referred to in clause (i).
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default Default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 14024.4, the Company shall deliver have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel stating to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto 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 on the same amountsamount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred.
(ed) In the case of an election under Section 14034.5, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(e) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit referred to in subparagraph (a) does not constitute an investment company under the Investment Company Act of 1940.
(f) The Company shall deliver have delivered to the Trustee a Company an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 4.4 or the covenant defeasance under Section 1403 4.5 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedwith.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant as contemplated by Section 3.1. If each of the conditions set forth above shall have been satisfied with respect to any Securities of or within a series, but the ninety-one day period referenced in subparagraph (a)(ii) shall not have elapsed, such condition shall be deemed to be satisfied if the Company shall have delivered to the Trustee an opinion of qualified nationally recognized bankruptcy counsel acceptable to the Trustee to the effect that the use by the Trustee of such monies in accordance with this Indenture would not constitute an avoidable preference or be subject to the provisions of Section 544 and 547, would not be recoverable under Section 550 and would not be subject to the provisions of Section 362(a), in each case of Title 11, U.S. Code or similar federal or state laws for the relief of debtors, if a Default relating to Section 3015.1(5) or (6) were to occur.
Appears in 1 contract
Sources: Indenture Agreement (Public Service Co of North Carolina Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Trust shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Make- Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company Trust may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Trust is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the CompanyTrust).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(7) or (10and 501(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Trust shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Trust has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Trust shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Trust shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyTrust's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Trust, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Trust in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 1502 or Section 1403 1503 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen Fifteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) No Default or Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (7) and (8) of Section 501 are concerned, at any time during the 106 period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(3) No event or condition shall exist that, pursuant to the provisions of Section 1202 or 1203, would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d5) In the case of an election under Section 14021502, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 14031503, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1502 or 1503, the Company shall deliver represent to the Trustee a that the deposit made by the Company Certificate and an Opinion of Counsel, each stating that all conditions precedent pursuant to the defeasance its election under Section 1402 1502 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is 1503 was not required under the Investment Company Act of 1940, as amended, made by the Company with respect to the trust funds representing such deposit intent of preferring the Holders of Securities of any series over other creditors of the Company or by with the Trustee for such trust funds intent of defeating, hindering, delaying or (ii) all necessary registrations under such Act have been effecteddefrauding creditors of the Company or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or 107 substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (CSC Parent Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount in such currency money, or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons, and provided further that upon the effectiveness of this Section 1404, the money or U.S. Government Obligations deposited shall not be subject to the rights of the holders of Senior Debt pursuant to the provisions of Article Sixteen. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), (8), 8) and (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
(8) No event or condition shall exist that pursuant to the provisions of Sections 1602 and 1603 would prevent the Company from making payments of the principal of (and premium, if any, on) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.07 who shall agree to comply with the provisions of this Article Fourteen 14 applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest interest, if any, in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal principal, premium, if any, or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons; provided, provided however, that the Trustee -------- has shall have been irrevocably instructed instructed, in writing, to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 110211.02 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)Indenture.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) In the case of an election under Section 1402covenant defeasance, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h4) Notwithstanding any other provisions of this SectionSection 14.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.01.
(5) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been satisfied.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any the Outstanding Securities of or within a series and any coupons appertaining theretoExchange Debentures:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Debenture Trustee (or another trustee satisfying the requirements of Section 607 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: Exchange Debentures, (iA) an amount in such currency cash, or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, onincluding any premium) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining theretoExchange Debentures, money in an amount; , or (iiiC) a combination thereof thereof, in an amount, each case in such amounts as will be sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Debenture Trustee, to pay and discharge, and which shall be applied by the Debenture Trustee (or other qualifying trustee) to pay and discharge (A) discharge, the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto Exchange Debentures on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, interest; provided that the Debenture Trustee -------- has (or such qualifying trustee) shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingExchange Debentures.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has Exchange Debentures shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), (8), 8) and (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement to which the Company or any Subsidiary Debenture Guarantor is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Debenture Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this IndentureIssuance Date, there has been a change in the applicable federal income tax law or interpretation of such federal income tax law, in either case to the effect that, and based thereon such opinion Opinion of Counsel shall confirm that, the Holders of such the Outstanding Securities and any coupons appertaining thereto Exchange Debentures will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Debenture Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto Exchange Debentures will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f6) The Company shall deliver to In the Trustee a Company Certificate and an Opinion case of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as 1403, the case may be) Company shall have been complied with and delivered to the Debenture Trustee an Opinion of Counsel to the effect that either (iA) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit will not be subject to any rights of holders of Senior Indebtedness or by the Trustee for such trust funds or Senior Subordinated Indebtedness under Article Twelve hereof, and (iiB) all necessary registrations under such Act have been effected.
(g) After after the 91st day following the depositdeposit or after the date such opinion is delivered, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h7) Notwithstanding The Company shall have delivered to the Debenture Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Exchange Debentures or any Debenture Guarantee over the other provisions creditors of this Sectioneither the Company or any Subsidiary Debenture Guarantor with the intent of hindering, such delaying or defrauding creditors of either the Company or any Subsidiary Debenture Guarantor.
(8) The Company shall have delivered to the Debenture Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance shall be effected in compliance with any additional or substitute termsunder Section 1403, conditions or limitations which as the case may be imposed on the Company in connection therewith pursuant to Section 301be, have been complied with.
Appears in 1 contract
Sources: Exchange Indenture (Tmil Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.07 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or shall occur as a result of such deposit or, insofar as clauses (7), (8), (9Sections 5.01(7) or (10and 5.01(8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 140214.02, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 140314.03, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.02 or the covenant defeasance under Section 1403 14.03 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph SubSection (a) above and the related exercise of the Company's option under Section 1402 14.02 or Section 1403 14.03 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.01.
Appears in 1 contract
Sources: Indenture (Camden Property Trust)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 10.4 or Section 1403 10.5 to any Outstanding Securities of or within a series and any coupons Coupons appertaining thereto:
(a1) The Company has irrevocably Issuer or the Guarantor shall have deposited or caused to be deposited irrevocably with the Trustee (or another trustee Trustee satisfying the requirements of Section 607 6.9 who shall agree to comply with with, and shall be entitled to the benefits of, the provisions of this Article Fourteen Sections 10.3 through 10.9 inclusive and the last paragraph of Section 3.3 applicable to itthe Trustee, for purposes of such Sections also a “Trustee”) as trust funds in trust for the purpose of making the following paymentspayments referred to in clauses (X) and (Y) of this Section 10.6(1), specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons Coupons appertaining thereto: , with instructions to the Trustee as to the application thereof, (ia) money in an amount (in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons Coupons appertaining thereto are then specified as payable at Stated Maturity; maturity), or (iib) if Securities of such series are not subject to repayment at the option of Holders, U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of interest and principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment referred to in clause (X) or (Y) of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretothis Section 10.6(1), money in an amount; amount or (iiic) a combination thereof in an amount, amount sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (AX) the principal of (and premium or Make-Whole Amountof, premium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons Coupons appertaining thereto on the Stated Maturity maturity of such principal or installment of principal or interest and (BY) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons Coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, deposit the Company Issuer may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion of such Outstanding Securities at a future date or dates in accordance with the terms of the Securities of such series and Article Eleven, XII which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default or Event of Default under, this Indenture or result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company Issuer or the Guarantor is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) In the case of an election under Section 140210.4, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel stating to the effect that (ia) the Company Issuer or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iib) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons Coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on 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.
(e4) In the case of an election under Section 140310.5, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons Coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f5) The Company Issuer shall deliver have delivered to the Trustee a Company an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 10.4 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 10.5 (as the case may be), registration is including those contained in this Section 10.6 other than the 90 day period specified in Section 10.6(7), have been complied with.
(6) This Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.
(7) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not required under be deemed satisfied until after such 90th day).
(8) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for 1940 unless such trust funds or (ii) all necessary registrations shall be registered under such Act have been effectedor exempt from registration thereunder.
(g9) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Issuer in connection therewith pursuant to as contemplated by Section 3012.3.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Axis Capital Holdings LTD)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 1502 or Section 1403 1503 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen Fifteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies 105 Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the -------- Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that, pursuant to the provisions of Section 1202 or 1203, would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(5) In the case of an election under Section 14021502, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 14031503, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1502 or 1503, the Company shall deliver represent to the Trustee a that the deposit made by the Company Certificate and an Opinion of Counsel, each stating that all conditions precedent pursuant to the defeasance its election under Section 1402 1502 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is 1503 was not required under the Investment Company Act of 1940, as amended, made by the Company with respect to the trust funds representing such deposit intent of preferring the Holders of Securities of any series over other creditors of the Company or by with the Trustee for such trust funds intent of defeating, hindering, delaying or (ii) all necessary registrations under such Act have been effecteddefrauding creditors of the Company or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with. 107
Appears in 1 contract
Sources: Indenture (Cablevision Systems Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 608 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any), and interest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants (which shall be expressed in a written certification thereof delivered to the Company or the Guarantor, that is attached to an Officer's Certificate delivered to the Trustee), to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided related coupons; PROVIDED that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company or the Guarantor, as the case may be, may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor, as the case may be, is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company or the Guarantor, as the case may be, shall deliver have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) the Company or the Guarantor, as the case may be, has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.
(6) The Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
(7) In the case of an election under Section 1403, the Company or the Guarantor, as the case may be, shall deliver have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) 8) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (Guarantor, as the case may be) , has delivered to the Trustee either an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purpose as a result of such defeasance or covenant defeasance and will be subject to Canadian federal or provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been complied with the case had such defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of the Securities include Holders who are not resident in Canada).
(9) Neither the Company nor the Guarantor is an "insolvent person" within the meaning of the BANKRUPTCY AND INSOLVENCY ACT (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(10) The Company or the Guarantor, as the case may be, has delivered to the Trustee an Opinion of Counsel to the effect that either (i) as a result of a such deposit pursuant shall not cause the Trustee or the trust so created to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under be subject to the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Encana Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Partnership shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Partnership is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Partnership shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyPartnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Partnership in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Bradley Operating L P)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Airgas Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a 104 nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(5) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such 105 defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1402 or 1403, the Company shall deliver represent to the Trustee a that the deposit made by the Company Certificate and an Opinion of Counsel, each stating that all conditions precedent pursuant to the defeasance its election under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is was not required under the Investment Company Act of 1940, as amended, made by the Company with respect to the trust funds representing such deposit intent of preferring the Holders of Securities of any series over other creditors of the Company or by with the Trustee for such trust funds intent of defeating, hindering, delaying or (ii) all necessary registrations under such Act have been effecteddefrauding creditors of the Company or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (CSC Holdings Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Partnership shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Partnership is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company Partnership has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the 84 date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company Partnership shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Partnership shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the CompanyPartnership's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company Partnership in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:related coupons: 94
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen 14 applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) money in an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) U.S. Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest interest, if any in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountprincipal, premium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal principal, premium, if any, or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons; provided, provided however, that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven11 hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)Indenture.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) In the case of an election under Section 1402covenant defeasance, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f4) Notwithstanding any other provisions of this Section 1404, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.
(5) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedsatisfied.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (International Specialty Products Inc /New/)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has Partnership shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.payments
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.8 who shall agree to comply with the provisions of this Article Fourteen applicable 14 applic able to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) At the time of such deposit: (A) no default in the payment of all or a portion of principal of (or premium, if any) or interest on or other obligations in respect of any Senior Indebtedness shall have occurred and be continuing, and no event of default with respect to any Senior Indebtedness shall have occurred and be continuing and shall have resulted in such Senior Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable and (B) no other event with respect to any Senior Indebtedness shall have occurred and be continuing permitting (after notice or the lapse of time, or both) the holders of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to declare such Senior Indebtedness due and payable prior to the date on which it would otherwise have become due and payable, or, in the case of either clause (A) or clause (B) above, each such default or event of default shall have been cured or waived or shall have ceased to exist.
(c) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(cd) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 5.1(5) or (10and 5.1(6) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(de) In the case of an election under Section 140214.2, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(ef) In the case of an election under Section 140314.3, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(fg) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 14.2 or the covenant defeasance under Section 1403 14.3 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 14.2 or Section 1403 14.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(gh) After The Company shall have delivered to the 91st day following Trustee an Officers' Certificate to the depositeffect that the Securities, the trust funds if then listed on any securities exchange, will not be subject to the effect delisted as a result of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generallysuch deposit.
(hi) Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Article 6 and for purposes of the TIA with respect to any securities of the Company.
(j) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1.
Appears in 1 contract
Sources: Indenture (Cd Radio Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 13.02 or Section 1403 13.03 to any the Outstanding Securities of or within a series and any coupons appertaining thereto:such series.
(a) The Company has shall have irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.09 who shall agree to comply with the provisions of this Article Fourteen Thirteen applicable to it) 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 such Securities and any coupons appertaining thereto: Securities, (iA) an amount in Dollars or in such currency or currencies, currency unit or units or composite currency or currencies Foreign Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before within two weeks of the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining theretopayment, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interestreinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such and any Additional Amounts with respect to the Outstanding Securities and any coupons appertaining thereto of such series on the Stated Maturity of such principal or installment installments of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such the Outstanding Securities and any coupons appertaining thereto of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102, a notice Trustee for the redemption of its election to redeem all or any portion series of such Outstanding Securities at a future date in accordance with any redemption provisions contained in the terms of the Securities of supplemental indenture relating to such series and Article Elevenseries, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event with which with notice or of lapse of time or both would become an Event of Default with respect to the Securities of such Securities and any coupons appertaining thereto has series shall have occurred and is be continuing on the date of such deposit orand, insofar as clauses (7), (8), (9) or (10) of Section 501 are concernedwith respect to defeasance only, at any time during the period ending on the 91st 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(c) Such defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act with respect to any securities of the Company.
(d) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.
(e) Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be deleted.
(f) In the case of an election under Section 140213.02, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, 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 shall confirm that, the Holders of such the Outstanding Securities and any coupons appertaining thereto of such series will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(eg) In the case of an election under Section 140313.03, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such the Outstanding Securities and any coupons appertaining thereto of such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such Such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.01.
(i) The Company shall have delivered to the Trustee an Officers' Certificate or an Opinion of Counsel, stating that all conditions precedent provided for in the Indenture relating to either the defeasance under Section 13.02 or the covenant defeasance under Section 13.03 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (Fedex Corp)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (of, and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof thereof, in an amount, sufficient, each case in such amount as will be sufficient without consideration of any reinvestment of such principal and interest, as confirmed, certified or attested by an Independent Financial Advisor in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered writing to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (of, and premium or Make-Whole Amountpremium, if any, and interest, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal therefor or installment of principal or interest any earlier Redemption Date and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument that, in the judgment of the Parent, is material with respect to the Parent and its Subsidiaries taken as a whole (excluding this Indenture) to which the Company Parent or any of its Subsidiaries is a party or by which it the Parent or any of its Subsidiaries is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) as evidenced by an Officer’s Certificate of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)Parent.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or(other than a Default or Event of Default resulting from borrowing of funds to be applied to make such deposit and the incurrence of any similar and substantially contemporaneous other indebtedness and, insofar as clauses (7in each case, the granting of any Liens in connection therewith), (8), (9) or (10) as evidenced by an Officer’s Certificate of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period)Parent.
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating in the United States (which Opinion of Counsel may be subject to customary assumptions, qualifications, exceptions and limitations) confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal United States Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal United States Federal income tax purposes as a result of such defeasance and will be subject to federal United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to the effect customary assumptions, qualifications, exceptions and limitations) confirming that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal United States Federal income tax purposes as a result of such covenant defeasance and will be subject to federal United States Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company Parent shall deliver have delivered to the Trustee a Company an Officer’s Certificate and an Opinion of CounselCounsel (which Opinion of Counsel may be subject to customary assumptions, qualifications, exceptions and limitations), each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effectedwith.
(g) After The Company shall have delivered irrevocable instructions to the 91st day following Trustee to apply the depositdeposited money toward the principal of, and premium, if any, and interest on, such Outstanding Securities and any coupons appertaining thereto at Stated Maturity or the applicable Redemption Date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (f) above). Notwithstanding the foregoing, the trust funds will Opinion of Counsel required by clauses (d) and (e) above need not be subject delivered if all such Securities not theretofore delivered to the effect Trustee for cancellation (1) have become due and payable or (2) will become due and payable at Stated Maturity or any earlier Redemption Date within one year and, in the case of any applicable bankruptcysuch redemption, insolvencyunder irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions and at the expense, of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301and any Guarantors.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (including any premium) and premium or Make-Whole Amountinterest, if any, on) and interest and Additional Amounts, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trusteeanother trustee satisfying the requirements of Section 607) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingrelated coupons.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company Issuer has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company Issuer shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto of such series will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant to Section 301.
(7) If the Securities are to be optionally redeemed, either notice of such redemption shall have been given or the Issuer shall have given the Trustee irrevocable instructions to give such notice.
(8) The Company Issuer shall deliver have delivered to the Trustee a Company an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a1) above and the related exercise of the Company's Issuer’s option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company Issuer, with respect to the trust funds representing such deposit deposit, or by the Trustee trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture Agreement (Cooper Offshore Holdings S.a.r.l.)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 1502 or Section 1403 1503 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has or any Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), (8), 8) and (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) No event or condition shall exist that would prevent the Company from making payments of the principal of (and premium, if any) or interest on the Securities on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(4) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(5) In the case of an election under Section 14021502, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e6) In the case of an election under Section 14031503, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f7) The In the case of an election under either Section 1502 or 1503, the Company or any Guarantor, if applicable, shall deliver represent to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, made by the Company with respect pursuant to the trust funds representing such deposit its election under Section 1502 or 1503 was not made by the Trustee for Company or any such trust funds Guarantor with the intent of preferring the Holders of Securities of any series over other creditors of the Company or (ii) all necessary registrations under any such Act have been effectedGuarantor or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or any such Guarantor or others.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) 8) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1502 or the covenant defeasance under Section 1503 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (Voom HD Holdings LLC)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: (i) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (A) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver has delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) if Securities of such series are not subject to early repayment at the option of the Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Make- Whole Amount, if any, on) and interest interest, if any, and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest interest, if any, and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a breach or default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) The Company shall have delivered an Opinion of Counsel to the effect that the trust funds deposited pursuant to this Section will not be subject to the rights of any holders of Senior Debt, including those arising under Article Seventeen, except and subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and general principals of equity.
(i) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as 97 87 payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal or interest interest, if any, and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c2) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and or any related coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses paragraphs (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d3) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.
(4) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (ix) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (iiy) 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 shall confirm that, the Holders of such Outstanding Securities and any 98 88 related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e5) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h6) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
(7) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (Dvi Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: , (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) if Securities of such series are not subject to early repayment at the option of the Holders, Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Make- Whole Amount, if any, on) and interest interest, if any, and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest interest, if any, and Additional Amounts, if any, any on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a breach or default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of either Section 1402 13.2 or Section 1403 13.3 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.8 who shall agree to comply with the provisions of this Article Fourteen Thirteen applicable to it) 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 such Securities and any coupons appertaining thereto: related coupons, (iA) an amount (in such currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any related coupons appertaining thereto are then specified as payable at Stated Maturity; ), or (iiB) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amountsor interest, if any, on or any other sums due under such Securities and any coupons appertaining theretorelated coupons, money in an amount; , or (iiiC) a combination thereof in an amountthereof, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amountpremium, if any) and interest, if any, on) and interest and Additional Amounts, if any, on any other sums due under such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any) or installment of principal interest, if any, or interest any other sums and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any related coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, related coupons; provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such SecuritiesSecurities and any related coupons. Before such a deposit, the Company may give to the Trustee, in accordance with Section 110210.2 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenTen hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b2) In the case of an election under Section 13.2, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) 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 shall confirm that, the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(3) In the case of an election under Section 13.3, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(4) The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Agency to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes as a result of such defeasance or covenant defeasance and will be subject to Canadian federal and provincial income tax and other tax on the same amounts, in the same manner and at the same times as would have been the case had such defeasance or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such Outstanding Securities include Holders who are not resident in Canada).
(5) The Company is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) on the date of such deposit or at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(6) No Event of Default or event that, with the passing of time or the giving of notice, or both, shall constitute an Event of Default with respect to such Securities or any related coupons shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (5), (6) and (7) of Section 5.1 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(7) The Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the
(8) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company)bound.
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), (8), (9) or (10) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) 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 shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3013.1.
(10) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 13.2 or the covenant defeasance under Section 13.3 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (CI Financial Corp.)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: (i) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Make- Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (A) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), ) and (8), (9) or (10) 8) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver has delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretoseries:
(a) The Company has shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: Securities, (i1) an amount in such currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii2) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency currency, currencies or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount; , or (iii3) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (Ai) the principal of (and premium or Make-Whole Amount, if any, on) and interest and Additional Amountsinterest, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (Bii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretoSecurities; provided, provided that the Trustee -------- has shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to such said payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 11021102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article ElevenEleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, TIA with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has shall have occurred and is be continuing on the date of such deposit or, insofar as clauses (7), (8), (9Sections 501(6) or (10and 501(7) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver have delivered to the Trustee a Company an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph subsection (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), ) registration is not required under the Investment Company Act of 1940, as amended, by the Company Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such said Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.. -70- 77
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Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) The Company has irrevocably deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) 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 such Securities and any coupons appertaining thereto: (i) an amount in such currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity; , or (ii) Government Obligations applicable to such Securities and any coupons appertaining thereto (determined on the basis of the currency or currencies, currency unit or units or composite currency or currencies in which such Securities and any coupons appertaining 77 thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount; , or (iii) a combination thereof in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (A) the principal of (and premium or Make-Whole Amountpremium, if any, on) and interest and Additional Amounts, if any, on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (B) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto, provided that the Trustee -------- has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to such payments with respect to such Securities. Before such a deposit, the Company may give to the Trustee, in accordance with Section 1102, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 608, and Section 310(b) of the Trust Indenture Act to the extent the Indenture is qualified, with respect to any Security of the Company).
(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any coupons appertaining thereto has occurred and is continuing on the date of such deposit or, insofar as clauses (7), 5) and (8), (9) or (106) of Section 501 are concerned, at any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).
(d) In the case of an election under Section 1402, the Company shall deliver has delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.
(e) In the case of an election under Section 1403, the Company shall deliver has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for federal Federal income tax purposes as a result of such covenant defeasance and will be subject to federal Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.
(f) The Company shall deliver has delivered to the Trustee a Company Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion of Counsel to the effect that either (i) as a result of a deposit pursuant to paragraph (a) above and the related exercise of the Company's option under Section 1402 or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by the Company with respect to the trust funds representing such deposit or by the Trustee for such trust funds or (ii) all necessary registrations under such Act have been effected.
(g) After the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally.
(h) Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.
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Sources: Indenture (McLeodusa Inc)