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) 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination 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 (i) the principal of (and premium, if any) and interest 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, and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected. (i) 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 which may be imposed on 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 Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Issuer is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Issuer 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, PCS the Issuer shall 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) PCS The Issuer shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Issuer, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the 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) PCS The Company 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 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Debt Securities and 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, if any) and interest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Debt 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 Debt 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, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on payable in the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination thereof, in any case, 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (5) and 501(gor (6) of 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i1) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii2) 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 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.
(e) In the case of an election under Section 1403, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds, funds or (ii2) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company or the Guarantor, if applicable, 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (7) and 501(g) (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) 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 1402, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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 the deposit and 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 the deposit and such defeasance had not occurred.
(e5) In the case of an election under Section 1403, PCS the Company shall 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 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 the deposit and such covenant defeasance had not occurred.
(f6) PCS shall have delivered to the Trustee an Opinion Notwithstanding any other provisions of Counsel in Canada or a ruling from Revenue Canadathis Section, 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 shall be subject effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant 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)Section 301.
(g7) 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 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (American Axle & Manufacturing Inc), Indenture (American Axle & Manufacturing 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination thereof, in any case, 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, (i) the principal of (and premium, if any) and interest interest, 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 or on a Redemption Date therefor and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(5) and 501(g501(6) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 either Section 1402 1502 or Section 1403 1503 to any Outstanding Securities of or within a series and any coupons appertaining theretoseries:
(a1) PCS The Company 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 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 theretoSecurities, (iA) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining thereto, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (ii) 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 that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(d3) In No event or condition shall exist that would prevent the case Company from making payments of an election under Section 1402the principal of (and premium, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (iif any) PCS 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 interest 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 1502, the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent (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 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 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.
(6) In the case of an election under Section 1402 or 1503, the covenant defeasance under Section 1403 (as Company shall have delivered to the case may be) have been complied with and Trustee an Opinion of Counsel to the effect that either (i) the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of a deposit pursuant such covenant defeasance and will be subject to Paragraph (a) above federal income tax on the same amounts, in the same manner and at the related exercise of PCS's option under Section 1402 or Section 1403 (same times as would have been the case may be), registration is if such covenant defeasance had not required under the Investment Company Act of 1940, as amended, by PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedoccurred.
(i7) In the case of an election under either Section 1502 or 1503, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1502 or 1503 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) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 2 contracts
Sources: Indenture (Oneok Inc /New/), Indenture (Oneok 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, and (ii) any mandatory sinking fund payments interest 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(5) and 501(g501(6) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCS, 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit or composite currency 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f5.1(e) and 501(g5.1(f) 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, PCS the Company shall 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) PCS 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 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 140314.3, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (iiB) all necessary registrations under said Act act have been effected.
(ig) Such defeasance or covenant defeasance, as the case may be, shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company.
(h) Notwithstanding any other provisions of this Section 140414.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 (and premium, if any) and interest, interest (if any, on ) under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 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, (i) the principal of of, premium (and premium, if any) and interest (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 (and premium, if any) or installment of principal or interestinterest (if any), and (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 Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the TrusteeTrustees, in accordance with Section 1102 hereof11.02, 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 such Securities of such series and Article Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (5) and 501(g(6) of Section 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, PCS the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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 Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS shall The Company has 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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 premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, ; or (iii) a combination thereof, in any case, 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 (iA) the principal of (and premiumpremium 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 (and premium, if any) or installment of principal or interest, interest and (iiB) 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 shall have -------- has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Company is a party or by which it is boundbound (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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (7), (8), (9) and 501(gor (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, PCS the Company shall have delivered deliver to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall have delivered 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 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) PCS The Company shall have delivered deliver to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCS, 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 said such Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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.. 77
(f) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 Section 1402 or Section 1403 to any Outstanding Debt Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Debt Securities and 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, if any) and interest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Debt 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 constitute, a default under, this Indenture or any other material agreement or instrument to which PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 outstanding Debt 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, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, 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 PCS 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 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company 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 theretorelated coupons, (iA) an and amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge discharge, (i) the principal of (and premium, if any) and interest interest, 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 if 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 to the Trustees under Section 6.7; provided that the Trustee Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the TrusteeTrustees, in accordance with Section 1102 11.2 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 Eleven 11 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, or insofar as Sections 501(fparagraphs (5) and 501(g(6) 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).
(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, PCS the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ia) PCS 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 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 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.
(e5) In the case of an election under Section 140314.3, PCS the Company shall 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 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.
(f6) PCS The Company shall have delivered to the Trustee Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance defeasance, as applicable, 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 defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g7) PCS shall The Company is 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 8) No Event of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 Default 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 PCS'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 PCS, 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 said Act have been effectedit being understood that this condition shall not be deemed satisfied until the expiration of such period).
(i9) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination 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, (iA) the principal of (and premium, if any) and interest interest, 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 (iiB) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f5.01(f) and 501(g5.01(g) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act act have been effected.
(ig) Notwithstanding any other provisions of this Section 140414.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 3013.01.
Appears in 2 contracts
Sources: Indenture (Franchise Finance Corp of America), Indenture (Franchise Finance Corp of America)
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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 if 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 Trustee under Section 7.07; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 12.02 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 Eleven Twelve 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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).
(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 140215.02, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e5) In the case of an election under Section 140315.03, PCS 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 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.
(f6) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance defeasance, as applicable, and will be subject to Canadian federal federal, provincial or provincial 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 defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g7) PCS shall The Company is 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 8) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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, PCS the Company shall 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 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) PCS 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) 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 Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes 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 or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g9) PCS shall The Company is 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
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 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 11.2 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(gSection 5.1(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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 election and 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 the deposit and such defeasance had not occurred.
(e5) In the case of an election under Section 140314.3, PCS the Company shall 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 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 the deposit and such covenant defeasance had not occurred.
(f) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i6) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) ), and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 (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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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) 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, PCS 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 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) PCS shall have 8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Canada, Customs, Excise and Taxation 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 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 or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g9) PCS shall The Company is not be an "insolvent person" within the meaning of the Bankruptcy and Insolvency Act 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).
(h10) PCS shall have The Company has 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 such deposit pursuant shall not cause the Trustee or the trust so created to Paragraph (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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) PCS The Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) shall have 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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 premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination thereof, in any case, 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, (iA) the principal of (and premiumpremium 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 (and premium, if any) or installment of principal or interest, interest and (iiB) 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 shall have has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Operating Partnership may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act with respect to any Security of the Operating 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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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, PCS shall have the Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Opinion of Counsel stating that (i) PCS the 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, 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, PCS shall have the Operating Partnership or the Company (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 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) PCS shall have The Operating Partnership or the Company (if the Securities of such series are Guaranteed Securities) has delivered to the Trustee an Opinion of Counsel in Canada Operating Partnership Certificate or a ruling from Revenue CanadaCompany Certificate, 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 opinionmay be, 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 PCSthe Operating 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 PCSthe 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, funds or (ii) all necessary registrations under said such Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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 77 accordance with the terms of this Indenture and of such Securities and any coupons appertaining theretorelated coupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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 the deposit and 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 the deposit and such defeasance had not occurred.
(e5) In the case of an election under Section 1403, PCS the Company shall 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 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 the deposit and such covenant defeasance had not occurred.
(f6) PCS shall have delivered to the Trustee an Opinion Notwithstanding any other provisions of Counsel in Canada or a ruling from Revenue Canadathis Section, 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 shall be subject effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant 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)Section 301.
(g7) 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 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
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 Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 1202 or Section 1403 1203 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or of currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 covenant defeasance and will be subject to 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a1) PCS The Company 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, currencies or currency unit or composite currency 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall 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) PCS 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 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 1403, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (iiB) all necessary registrations under said Act act have been effected.
(i7) Such defeasance or covenant defeasance, as the case may be, shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company.
(8) 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 which may be imposed on PCS 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 either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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, currencies or currency unit 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 federal income tax purposes as a result of such defeasance and will shall 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, PCS 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 appertaining thereto will shall not recognize income, gain or loss for Federal U.S. federal income tax purposes as a result of such covenant defeasance and will shall 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.
(f6) PCS 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) 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 Canada, Customs, Excise and Taxation Agency to the effect that the Holders of such Outstanding Securities and any related coupons will shall not recognize income, gain or loss for Canadian federal federal, provincial or provincial territorial income tax or other tax purposes purpose as a result of such defeasance or covenant defeasance defeasance, as the case may be, and will 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 defeasance, as the case may be, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
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 either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 including any premium, if any) and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any, on) and interest 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, interest and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Corporation may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(d3) In the case of The Corporation is not an election under Section 1402, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 Corporation shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (x) the Corporation 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.
(6) In the case of an election under Section 1403, the Corporation 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.
(7) The Corporation has 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 the Outstanding Securities and any related coupons will not recognize income, 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 ’s Certificate stating that the deposit made by the Corporation pursuant to its election under Section 1402 or 1403 was not made by the 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.
(9) The Corporation 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.
(10) 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.
(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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS 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 Debt Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated MaturityMaturity 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Debt Securities and 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, if any) and interest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Debt Securities and any coupons appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interestinterest or the applicable Redemption Date, as the case may be, and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, 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 Debt 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, PCS the Company shall 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 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) PCS 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 have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(ih) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 2 contracts
Sources: Indenture (Pep Boys Manny Moe & Jack), Indenture (Level 3 Communications Inc)
Conditions to Defeasance or Covenant Defeasance. The following shall will 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 theretoSecurities:
(a1) PCS shall irrevocably have deposited The Company must deposit or caused cause 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 theretoSecurities, (iA) an amount of cash (in such currency, currencies or currency unit units in which such the applicable Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), (iiB) Government Obligations applicable to such the applicable Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit units in which such the applicable Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, provide money in an amount, or (iiiC) a combination thereof, in any casesufficient, in an amount, sufficient, without consideration the case of any reinvestment of such principal clauses (B) and interest, (C) 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, (i) the principal of (and premium, if any) and interest on such the applicable 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingSecurities.
(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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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)deposit.
(d3) Such defeasance or covenant defeasance shall not cause the Trustee for such Securities to have a conflicting interest as defined in Section 608 and (to the extent that the Trust Indenture Act applies to this Indenture or any Securities) for purposes of the Trust Indenture Act with respect to any securities of the Company.
(4) In the case of an election under Section 1402, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (ix) PCS has received from, or there has been published by, the Internal Revenue Service has published a rulingruling or the Company has received a ruling from the Internal Revenue Service, or (iiy) 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 beneficial owners 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 1403, PCS the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Such defeasance or covenant defeasance and will shall be subject effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant 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)Section 301.
(g7) PCS shall not be an "insolvent person" within The Company or 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 Guarantor, as applicable, shall have delivered to the Trustee an Officer's ’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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS 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) PCS The Company 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 theretorelated Coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 (and including any premium, if any) and interest, if any, on under such Securities and any coupons appertaining theretorelated Coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any, on) and interest 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, interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto related -90- 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 theretorelated Coupons; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsCoupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 related Coupons shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) 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 related Coupons 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.
(e5) In the case of an election under Section 1403, PCS the Company shall 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 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.
(f6) PCS 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) The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Newell Co)
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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit or, insofar as Sections 501(f5.01(7) and 501(g5.01(8) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 3013.01.
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) PCS The Company 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 theretoSecurities, (i1) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount, or (iii3) a combination thereof, in any case, 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.. -71- 78
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) PCS shall The Company has 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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 premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination thereof, in any case, 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, (iA) the principal of (and premiumpremium 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 (and premium, if any) or installment of principal or interest, interest and (iiB) 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 shall have has been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act 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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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, PCS shall have the Company has delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall have the Company 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 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) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCS, 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 said such Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 for application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 611 who shall agree to comply with the provisions of this Article Fourteen XIV applicable to it) as trust funds in trust for the purpose purposes 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, currencies or currencies, currency unit or composite 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currencies, currency unit or composite currency in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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, and (ii) any mandatory sinking fund payments interest 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel complying with Section 102 and stating that (i) PCS 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel to the effect complying with Section 102 and stating 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Revenue Canada, Customs, Excise Officers' Certificate complying with Section 102 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 complying with Section 102 and stating that (A) all conditions precedent to the effect that defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and (B) either (i) as a result of a deposit pursuant to Paragraph subsection (a) above and the related exercise of PCSthe 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 PCS, 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Frontier Corp /Ny/)
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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining 77 84 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(7) and 501(g501(8) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Wyman Gordon Co)
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:
(a) PCS The Company shall irrevocably have deposited or caused to be deposited with the either 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge discharge, (i) the principal of (and premium, if any) and interest interest, 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 if 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 7.07; provided that the Trustee Trustees shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the TrusteeTrustees, in accordance with Section 1102 12.02 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 Eleven Tweleve 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 PCS is a party or by which it is 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 or any related coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (f) and 501(g(g) 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).
(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.
(d) In the case of an election under Section 140215.02, PCS the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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 140315.03, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance defeasance, as applicable, and will be subject to Canadian federal federal, provincial or provincial 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 defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g) PCS shall The Company is 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 3013.01.
(i) 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 15.02 or the covenant defeasance under Section 15.03 (as the case may be), have been complied with.
Appears in 1 contract
Sources: Indenture (Uranerz Energy 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of 91 Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 1202 or Section 1403 1203 to any the then Outstanding Securities of or within a series and any coupons appertaining theretothe applicable series:
(a1) PCS The Company shall irrevocably have deposited or caused to be deposited deposited, as the case may be, with the Paying Agent on behalf of 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) as trust 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 theretoof the applicable series, (iA) money in an amount in such currencyamount, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining theretopayment, money in an amount, or (iiiC) a combination thereof, in any case, in an amount, 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 (i) discharge, the principal of (and premium, if any, and Additional Amounts, 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 of (and premium, if any, and Additional Amounts, if any) or installment of principal or interest, and (ii) 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 interest in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto; provided that series of Securities.
(2) In the case of an election under Section 1202, the Company shall have delivered to the Trustee an Opinion of Counsel 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 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 have been irrevocably instructed to apply such money or confirm that, the proceeds Holders of such Government Obligations to said payments the Outstanding Securities with respect to such series of Securities and any related coupons. Before will not recognize gain or loss for United States Federal income tax purposes as a result of such a deposit, PCS may give defeasance and discharge and will be subject to United States Federal income tax on the Trusteesame amount, in accordance with Section 1102 hereofthe same manner and at the same times as would have been the case if such deposit, 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 Securities of such series defeasance and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingdischarge had not occurred.
(b3) Such defeasance In the case of an election under Section 1203, the Company shall have delivered to the Trustee 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 shall 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 and covenant defeasance had not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which PCS is a party or by which it is boundoccurred.
(c4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that such series of Securities, if then listed on any securities exchange, will not be delisted as a result of such deposit.
(5) 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fsubsections 501(6) and 501(g(7) 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 1402, PCS Such defeasance or covenant defeasance shall have delivered to not cause the Trustee an Opinion to have a conflicting interest as defined in Section 608 and for purposes of Counsel stating that (i) PCS has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since Trust Indenture Act with respect to any securities of 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 occurredCompany.
(e7) In Such 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 case of an election under Section 1403, PCS Company is a party or by which it is bound.
(8) The Company shall 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 imposed, levied, collected, withheld or assessed by, within or on behalf of the same amountsRepublic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, except to the 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.
(f9) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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.
(10) 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 apper- taining thereto; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (New Plan Realty 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) PCS The Company 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 a dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto, (i1) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, and (ii) any mandatory sinking fund payments interest 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCS, 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.. -61-
Appears in 1 contract
Sources: Indenture (NVR Inc)
Conditions to Defeasance or Covenant Defeasance. The following shall will 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 theretoSecurities:
(a1) PCS shall irrevocably have deposited The Company must deposit or caused cause 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 theretoSecurities, (iA) an amount of cash (in such currency, currencies or currency unit units in which such the applicable Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), (iiB) Government Obligations applicable to such the applicable Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit units in which such the applicable Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, provide money in an amount, or (iiiC) a combination thereof, in any casesufficient, in an amount, sufficient, without consideration the case of any reinvestment of such principal clauses (B) and interest, (C) 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, (i) the principal of (and premium, if any) and interest on such the applicable 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoingSecurities.
(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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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)deposit.
(d3) Such defeasance or covenant defeasance shall not cause the Trustee for such Securities to have a conflicting interest as defined in Section 608 and (to the extent that the Trust Indenture Act applies to this Indenture or any Securities) for purposes of the Trust Indenture Act with respect to any securities of the Company.
(4) In the case of an election under Section 1402, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that either (ix) PCS has received from, or there has been published by, the Internal Revenue Service has published a rulingruling or the Company has received a ruling from the Internal Revenue Service, or (iiy) 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 beneficial owners 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 1403, PCS the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders beneficial owners of such Outstanding Securities and any 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Such defeasance or covenant defeasance and will shall be subject effected in compliance with any additional or substitute terms, conditions or limitations in connection therewith pursuant 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)Section 301.
(g7) PCS shall not be an "insolvent person" within The Company or 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 Guarantor, as applicable, shall have delivered to the Trustee an Officer's ’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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Otis Worldwide Corp)
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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 TrusteeTrustees, to pay and discharge, and which shall be applied by the Trustee Trustees (or other qualifying trustee) to pay and discharge discharge, (i) the principal of (and premium, if any) and interest interest, 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 if 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 Trustees shall have been -------- irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the TrusteeTrustees, in accordance with Section 1102 11.02 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (8) of Section 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 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 140214.02, PCS the Company shall have delivered to the Trustee Trustees an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e5) In the case of an election under Section 140314.03, PCS the Company shall 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 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.
(f6) PCS The Company shall have delivered to the Trustee Trustees an Opinion of Counsel in Canada or a ruling from the Canada Revenue Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance defeasance, as applicable, 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 defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g7) PCS shall The Company is 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 8) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 3013.01.
(9) 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 14.02 or the covenant defeasance under Section 14.03 (as the case may be), have been complied with. 100
Appears in 1 contract
Sources: Indenture (Vasogen 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) PCS The Company 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) 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 theretorelated coupons, (iA) money in an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 principal, premium, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (i) the principal of (and principal, premium, if any) , and interest interest, 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 principal, premium, if any) , or installment of principal or interest, if any, and (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; provided provided, however, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 11.02 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 Eleven 11 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 PCS is a party or by which it is boundIndenture.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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 1402, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS has received from, or there has been published bycovenant defeasance, 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, PCS Company shall have 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 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i4) Notwithstanding any other provisions of this Section 140414.04, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Partnership is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Partnership 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, PCS the Partnership shall 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) PCS The Partnership shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.. 77
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the 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 Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make- Whole Amount, if any) and 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 any case, 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) 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 (and premium, if any) or installment of principal or interest, interest and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS shall irrevocably have The Company has 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 or premium, if any) and , or 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 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 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, (i) the principal of (and premium, if any) and interest on interest, if any, and 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 or interest, if any, or any other sums and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 10.2 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 Eleven Ten 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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).
(d2) In the case of an election under Section 140213.2, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e3) In the case of an election under Section 140313.3, PCS 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 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.
(f4) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Revenue Canada, Customs, Excise and Taxation 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 or 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 Outstanding Securities include Holders who are not resident in Canada).
(g5) PCS shall The Company is 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).
(h6) PCS 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 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 such deposit pursuant to Paragraph (a) above and shall not cause the related exercise of PCS's option under Section 1402 Trustee or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by PCS, with respect to the trust funds representing such deposit 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 the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwhich it is bound.
(i9) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS shall The Company has 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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 premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination thereof, in any case, 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, (iA) the principal of (and premiumpremium 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 (and premium, if any) or installment of principal or interest, and (iiB) 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 shall have has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act 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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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, PCS shall have the Company ------------ has delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 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, PCS shall have the Company ------------ 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 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) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCS, 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 said such Act have been effected.
(ig) After the 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination thereof, in any case, 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, (i) the principal of (and premiumpremium of Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(7) and 501(g501(8) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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, PCS the Company shall 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 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) PCS 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) The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS 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 Debt Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit in which such Debt Securities and any coupons appertaining thereto are then specified as payable at Stated MaturityMaturity 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Debt Securities and 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, if any) and interest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Debt Securities and any coupons appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interestinterest or the applicable Redemption Date, as the case may be, and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, 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 Debt 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, PCS the Company shall 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 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) PCS 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 have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(ih) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 6.08 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 11.02 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 Eleven 11 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(6) of Section 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 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 140214.02, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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 Opinion of Counsel 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 140314.03, PCS the Company shall 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 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) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada 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.
(7) The Company has delivered to the Trustee either an Opinion of Counsel of Canadian counsel or a ruling from Canada Customs and Revenue CanadaAgency, Customs, Excise and Taxation in either case to the effect that the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for Canadian federal federal, provincial or provincial territorial 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 opinionOpinion of Counsel, such Canadian counsel shall assume that Holders of such outstanding Securities include Holders who are not resident in Canada).
(g) PCS shall 8) The Company is 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i9) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 3013.01.
(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 14.02 or the covenant defeasance under Section 14.03 (as the case may be) have been complied with.
Appears in 1 contract
Sources: Indenture (Celestica Inc)
Conditions to Defeasance or Covenant Defeasance. The ----------------------------------------------- following shall be the conditions to application of Section 1402 1302 or Section 1403 1303 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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 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, (i1) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, and (ii) any mandatory sinking fund payments interest 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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 14021302, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 14031303, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 1302 or the covenant defeasance under Section 1403 1303 (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 PCSthe Company's option under Section 1402 1302 or Section 1403 1303 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by PCS, 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (NVR 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 Coupons appertaining thereto:
(a) PCS The Issuer or the 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 Coupons appertaining thereto, (i1) an amount in such currency, currencies or currency unit in which such Securities and any coupons Coupons appertaining thereto are then specified as payable at Stated Maturity, or (ii2) Government Obligations applicable to such Securities and coupons Coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons 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, if any) and interest, if any, on such Securities and any coupons Coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities and any coupons Coupons appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons 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 . Notwithstanding the references in this Section 1404(a) to "premium", neither the Issuer nor the Guarantor shall be required to deposit an amount sufficient to pay any premium that would be due and payable only upon acceleration of the Trustee shall have been irrevocably instructed to apply such money or the proceeds Maturity of such Government Obligations Securities pursuant to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven hereof, which notice shall be irrevocable. Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing502.
(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 PCS the Issuer or the Guarantor, as the case may be, is a party or by which it is 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 Coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS it 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 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, PCS the Issuer or the Guarantor, as the case may be, shall 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 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) PCS The Issuer or the Guarantor, as the case may be, shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCS's the option by the Issuer or the Guarantor, as the case may be, 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 PCSit, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Issuer or the Guarantor, as the case may be, in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Simon Property Group Lp)
Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of Section 1402 1302 or Section 1403 1303 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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 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, (i1) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, and (ii) any mandatory sinking fund payments interest 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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 14021302, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 14031303, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 1302 or the covenant defeasance under Section 1403 1303 (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 PCSthe Company's option under Section 1402 1302 or Section 1403 1303 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by PCS, 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Partnership is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the 84 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, PCS the Partnership shall 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) PCS The Partnership shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the 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) PCS The Company 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) 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 theretorelated coupons, (iA) money in an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 principal, premium, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 Trusteeaccountants, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge discharge, (i) the principal of (and principal, premium, if any) , and interest interest, 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 principal, premium, if any) , or installment of principal or interest, if any, and (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; provided provided, however, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 11 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 PCS is a party or by which it is boundIndenture.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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 1402, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS has received from, or there has been published bycovenant defeasance, 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, PCS Company shall have 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 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i4) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
(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 1402 or the covenant defeasance under Section 1403 (as the case may be) have been satisfied.
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) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS shall The Company has 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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 premiumpremium or Make- Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination thereof, in any case, 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, (iA) the principal of (and premiumpremium 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 (and premium, if any) or installment of principal or interest, interest and (iiB) 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 shall have has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act 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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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, PCS shall have the Company has delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall have the Company 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 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) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCS, 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 said such Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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 theretoSecurities, (i1) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount, or (iii3) a combination thereof, in any case, 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.. -70- 77
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) PCS shall The Company has 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination thereof, in any case, 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, (iA) the principal of (and premium, 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 (iiB) 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 shall have has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act 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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (5) and 501(g(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, PCS shall have the Company has delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall have the Company 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 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) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCS, 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 said such Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (McLeodusa Inc)
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) PCS The Company 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 theretoSecurities, (iA) an amount in such currency, currencies of money or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) , and interest, if any, on such Securities and any coupons appertaining theretoSecurities, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (ii) 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 that the Trustee shall have been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (6) and 501(g(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).
(d3) In No event or condition shall exist that would prevent the case Company from making payments of an election under Section 1402the principal of (and premium, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (iif any) PCS 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 interest 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 have delivered to the Trustee an Officer's Opinion of Counsel 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 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 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.
(6) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities 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.
(7) 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 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 104 premium, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (7) and 501(g) (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) In No event or condition shall exist that would prevent the case Company from making payments of an election under Section 1402the principal of (and premium, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (iif any) PCS 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 interest 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 have delivered to the Trustee an Officer's Opinion of Counsel 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 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 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.
(6) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons 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.
(7) 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) 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.
(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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
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) PCS Securities, as the case may be: The Company 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 theretoof a series denominated in currency of the United States of America, (i) cash in currency of the United States of America in an amount in such currencyamount, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 payment, an amount in cash, or a combination thereof, or in the case of principal Securities of (and premiuma series denominated in currency other than that of the United States of America, if any) and interest, if any, on cash in the currency in which such series of Securities and any coupons appertaining thereto, money is denominated in an amount, or (iii) Foreign Government Obligations 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, an amount in cash, or a combination thereof, in any case, in an amount, each case 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 any such other qualifying trustee) to pay and discharge (i) discharge, the principal of (and premium, if any) any premium and interest on such Outstanding Securities and any coupons appertaining thereto on the respective Stated Maturity of such principal (and premiumMaturities, if any) or installment of principal or interest, and (ii) 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 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 shall have been irrevocably instructed discharge to apply such money or the proceeds of such Government Obligations to said payments be effected with respect to such Securities and any related coupons. Before 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 a deposit, PCS 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, as the case may give be, the Company 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 hereof, 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 a future any time on or prior to the 90th day after the date in accordance with the terms of Securities of such series and Article Eleven hereof, which notice deposit (it being understood that this condition shall not be irrevocabledeemed satisfied until after such 90th day). Such irrevocable redemption notice, if given, Defeasance or Covenant Defeasance shall be given effect not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in applying default within the foregoing.
(b) meaning of such Act). 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 PCS the Company is a party or by which it is bound.
(c) No Event of Default . Such Defeasance 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 Covenant Defeasance shall have occurred and be continuing on not result in the date of trust arising from such deposit or, insofar as Sections 501(f) and 501(g) are concerned, at any time during constituting an investment company within the period ending on meaning of the 91st day after the date of Investment Company Act unless such deposit (it being understood that this condition trust shall not be deemed satisfied until the expiration of registered under such period).
(d) In the case of an election under Section 1402, PCS Act or exempt from registration thereunder. The Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premium- 71 - premium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) At the time of such deposit,
(A) no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing,
(B) no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and
(C) no other event of default with respect to any Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable; or in the case of either clause (A), (B) or (C) above, each such default or event of default shall have been cured or waived or shall have ceased to exist.
(h) Notwithstanding any other provisions of this Section 1404Section, 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 PCS 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) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven hereof, 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 PCS the Partnership is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Partnership 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, PCS the Partnership shall 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) PCS The Partnership shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the 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 1302 or Section 1403 1303 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS shall irrevocably have The Company has 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 or premium, if any) and , or 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 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 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, (i) the principal of (and premium, if any) and interest on interest, if any, and 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 or interest, if any, or any other sums and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1002, 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 hereofTen, 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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).
(d2) In the case of an election under Section 14021302, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e3) In the case of an election under Section 14031303, PCS 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 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.
(f4) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Canada, Customs, Excise and Taxation 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 or 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 Outstanding Securities include Holders who are not resident in Canada).
(g5) PCS shall The Company is 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).
(h6) PCS 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 under the Indenture or such Securities or any related coupons shall have delivered to occurred and be continuing on the Trustee an Officer's Certificate and an Opinion date of Counsel, each stating that all conditions precedent to such deposit (other than a Default resulting from the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with and an Opinion borrowing of Counsel to the effect that either (i) as a result of a deposit pursuant to Paragraph (a) above funds and the grant of any related exercise of PCS's option under Section 1402 or Section 1403 liens to be applied to such deposit) or, insofar as paragraphs (as the case may be5), registration is not required under (6) and (7) of Section 501 are concerned, at any time during the Investment Company Act period ending on the 91st day after the date of 1940, as amended, by PCS, with respect to the trust funds representing such deposit or by (it being understood that this condition shall not be deemed satisfied until the Trustee for expiration of such trust funds, or (ii) all necessary registrations under said Act have been effectedperiod).
(i7) Notwithstanding any other provisions of this Section 14041304, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 301.
(8) 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 1 contract
Sources: Indenture (B2gold 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f5.1(5) and 501(g5.1(6) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 140314.3, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(g) The Company shall have delivered to the Trustee an Officers' Certificate to the effect that the Securities, if then listed on any securities exchange, will not be delisted as a result of such deposit.
(h) 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.
(i) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS shall The Company has 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 currencycurrency or currencies, currencies or 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 currencycurrency or currencies, currencies or 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 premiumpremium or Make-Whole Amount, if any, on) and interestinterest and Additional Amounts, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii) a combination thereof, in any case, 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, (iA) the principal of (and premiumpremium 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 (and premium, if any) or installment of principal or interest, interest and (iiB) 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 shall have has been irrevocably -------- instructed to apply such money or the proceeds of such Government Obligations to said such payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 hereof1102, 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 hereofEleven, 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 PCS the Company is a party or by which it is boundbound (and shall not cause the Trustee to have a conflicting interest pursuant to Section 310(b) of the Trust Indenture Act 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 shall have has occurred and be is continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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, PCS shall have the Company has delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall have the Company 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 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) PCS shall have The Company has delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a) above and the related exercise of PCSthe 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 PCS, 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 said such Act have been effected.
(ig) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 13.2 or Section 1403 13.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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 or currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currency or currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 Certificate of a Firm of Independent Public Accountants 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, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities and any coupons appertaining thereto on to the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, interest or any applicable Redemption Date and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f5.1(d) and 501(g5.1(e) 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), and the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to the customary exceptions) to the effect that after the passage of 91 days following deposit, the trust funds will not be subject to the effect of any applicable Federal or State bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.
(d) In the case of an election under Section 140213.2, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 140313.3, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 13.2 or the covenant defeasance under Section 1403 13.3 (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 PCS's the Company’s option under Section 1402 13.2 or Section 1403 13.3 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 3013.1.
(h) If the Securities of such series are to be redeemed, either notice of such redemption shall have been given or the Company shall have given the Trustee irrevocable directions to give notice of such redemption in the name, and at the expense of, the Company, under arrangements satisfactory to the Trustee.
Appears in 1 contract
Sources: Indenture (Colony Financial, 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided PROVIDED that the Trustee shall have been irrevocably instructed to apply such -------- money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, or insofar as Sections 501(fparagraphs (6) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e5) In the case of an election under Section 1403, PCS 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 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.
(f6) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Revenue Canada, Customs, Excise and Taxation to the effect that the Holders of such Outstanding Securities and any related coupons will The Company is 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).
(h7) PCS 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).
(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 in connection therewith pursuant to Section 301.
(9) 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 and with.
(10) The Company 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Husky Energy 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) PCS The Company 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 theretorelated coupons, (iA) an amount money (in such currency, currencies Dollars or currency unit in the Foreign Currency in which such the applicable series of Securities and any coupons appertaining thereto are then specified as payable at Stated Maturityis payable) in an amount, or (iiB) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money (in Dollars or in the Foreign Currency in which the applicable series of Securities is payable) in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (7) and 501(g) (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) In No event or condition shall exist that would prevent the case Company from making payments of an election under Section 1402the principal of (and premium, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (iif any) PCS 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 interest 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 have delivered to the Trustee an Officer's Opinion of Counsel 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 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 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.
(6) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons 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.
(7) 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) 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.
(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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (7) and 501(g) (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) In the case of an election under Section 1402No event or condition shall exist that, PCS shall have delivered pursuant to the Trustee an Opinion provisions of Counsel stating that Section 1202 or 1203, would prevent the Company from making payments of the principal of (iand premium, if any) PCS 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 interest 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 1502, the Company shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each Counsel stating that all conditions precedent (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 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 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.
(6) In the case of an election under Section 1402 or 1503, the covenant defeasance under Section 1403 (as Company shall have delivered to the case may be) have been complied with and Trustee an Opinion of Counsel to the effect that either (i) the Holders of such Outstanding Securities and any related coupons will not recognize income, gain or loss for federal income tax purposes as a result of a deposit pursuant such covenant defeasance and will be subject to Paragraph (a) above federal income tax on the same amounts, in the same manner and at the related exercise of PCS's option under Section 1402 or Section 1403 (same times as would have been the case may be), registration is if such covenant defeasance had not required under the Investment Company Act of 1940, as amended, by PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedoccurred.
(i7) In the case of an election under either Section 1502 or 1503, the Company shall represent to the Trustee that the deposit made by the Company pursuant to its election under Section 1502 or 1503 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) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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. 110
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 14.2 or Section 1403 14.3 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven hereof, 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f5.1(5) and 501(g5.1(6) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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.
(ef) In the case of an election under Section 140314.3, PCS the Company shall 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.
(fg) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(h) The Company shall have delivered to the Trustee an Officers' Certificate to the effect that the Securities, if then listed on any securities exchange, will not be delisted as a result of such deposit.
(i) 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 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) , and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination thereof, in any case, each case in an amount, sufficient, 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, (i) the principal of (of, and premium, if any) , and interest on interest, if any, on, such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal (and premium, if any) therefor or installment of principal or interest, any earlier Redemption Date and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 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 PCS the Parent or any of its Subsidiaries is a party or by which it the Parent or any of its Subsidiaries is boundbound as evidenced by an Officer’s Certificate of the 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) are concerned, at any time during the period ending on the 91st day after the date (other than a Default or Event of Default resulting from borrowing of funds to be applied to make such deposit (it being understood that this condition shall not be deemed satisfied until and the expiration incurrence of such periodany similar and substantially contemporaneous other indebtedness and, in each case, the granting of any Liens in connection therewith), as evidenced by an Officer’s Certificate of the Parent.
(d) In the case of an election under Section 1402, PCS the Company shall 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) PCS 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 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 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.
(e) In the case of an election under Section 1403, PCS the Company shall 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 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 The Parent shall have delivered to the Trustee an Officer's ’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 with.
(g) The Company shall have delivered irrevocable instructions to the effect that either (i) as a result of a deposit pursuant Trustee to Paragraph (a) above apply the deposited 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 related exercise of PCS's option under Section 1402 or Section 1403 (applicable Redemption Date, as the case may bebe (which instructions may be contained in the Officer’s Certificate referred to in clause (f) above). Notwithstanding the foregoing, registration is the Opinion of Counsel required by clauses (d) and (e) above need not required under the Investment Company Act of 1940, as amended, by PCS, with respect be delivered if all such Securities not theretofore delivered to the trust funds representing 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 such deposit or redemption, under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee for such trust fundsin the name, or (ii) all necessary registrations under said Act have been effectedand at the expense, of the Company and any Guarantors.
(i) 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 which may be imposed on PCS 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) PCS The 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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 including any premium, if any) and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 trusteeanother trustee satisfying the requirements of Section 607) to pay and discharge discharge, (i) the principal of (and premium, if any) and interest interest, if any, on such Outstanding Securities and any related coupons appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, interest and (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 thereto; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Issuer has received from, or there has been published by, the Internal Revenue Service a 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, PCS the Issuer shall 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 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) PCS 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 Issuer shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 paragraph (a1) above and the related exercise of PCS's the 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 PCSthe Issuer, with respect to the trust funds representing such deposit deposit, or by the Trustee trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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 11.02 or Section 1403 11.03 hereof to any the Outstanding Securities of or within a series and any coupons appertaining theretoDefeasible Series:
(ai) PCS The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying that satisfies the requirements of contemplated by Section 607 who shall agree 9.10 hereof and agrees to comply with the provisions of this Article Fourteen 11 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 Outstanding Securities of such Securities and any coupons appertaining theretoseries, (iA) money in an amount in such currencyamount, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which that 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, if any) and interest, if any, on such Securities and any coupons appertaining theretopayment, money in an amount, or (iiiC) a combination thereof, in any case, in an amount, each case 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 any such other qualifying trustee) to pay and discharge discharge, (i1) the principal of (and premium, if any) and interest on the Securities of such Outstanding Securities and any coupons appertaining thereto series on the respective Stated Maturity Maturities (or redemption date, if applicable) of such principal (and premium, if any) or installment of principal or interest, interest and (ii2) 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 that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 4.02 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 Eleven 4 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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).
(dii) In the case of an election under Section 140211.02 hereof, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (iA) PCS 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 Indenturefirst set forth hereinabove, there has been a 47 56 change in the applicable Federal income tax law, in either case 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 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 be the case if such defeasance had deposit, Defeasance and discharge were not occurredto occur.
(eiii) In the case of an election under Section 140311.03 hereof, PCS the Company shall 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 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 be the case if such covenant defeasance had deposit and Covenant Defeasance were not occurredto occur.
(fiv) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Revenue Canada, Customs, Excise and Taxation Officers' Certificate to the effect that the Holders Securities of such Outstanding Securities and series, if then listed on any related coupons securities exchange, will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax purposes be delisted as a result of such defeasance 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)Covenant Defeasance.
(gv) PCS No Default or Event of Default shall have occurred and be continuing at the time of such deposit.
(vi) Such Defeasance or Covenant Defeasance shall not be an "insolvent person" cause the Trustee to have a conflicting interest within the meaning of the Bankruptcy and Insolvency Act TIA (Canada) on assuming all Securities are in default within the date meaning 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 periodTIA).
(hvii) PCS Such Defeasance or Covenant Defeasance shall have delivered not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which 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 Company is a result of a deposit pursuant to Paragraph (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit party or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwhich it is bound.
(iviii) Notwithstanding any other provisions of this Section 1404Section, such defeasance Defeasance or covenant defeasance Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 3013.01 hereof.
(ix) The Company shall have delivered to the Trustee an Officers' Certificate, stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 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 48 57 Company Act of 1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation thereunder.
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 outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Partnership is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Partnership 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, PCS the Partnership shall 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) PCS The Partnership shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, 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 PCS the 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 or Section 1403 to any Outstanding Securities of or within watiin a series and any coupons appertaining theretotiereto:
(a) PCS The Company shall irrevocably have deposited or caused to be deposited with wati the Trustee (or another anotier trustee satisfying the tie requirements of Section 607 who shall agree to comply with wati the provisions of this tiis Article Fourteen XIV applicable to it) as trust funds in trust for the purpose purposes of making the tie 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, currencies or currency unit in which such Securities and any coupons appertaining thereto tiereto are then specified as payable at Stated Maturity, or (ii2) Government Obligations applicable to such Securities and coupons appertaining thereto tiereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto tiereto are then specified as payable at Stated Maturity) which through througi the scheduled payment of principal and interest in respect thereof in accordance with their wati the terms will wall provide, not later than one day before the due date of any payment of principal of (and premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining theretotiereto, money in an amount, or (iii3) a combination thereof, in any case, in an amount, sufficient, without watiout 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 (i) the principal of (and premium, if any) and interest 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, and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.in
Appears in 1 contract
Sources: Indenture (Frontier Corp /Ny/)
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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, or insofar as Sections 501(fparagraphs (6) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e5) In the case of an election under Section 1403, PCS 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 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.
(f6) PCS shall have delivered to the Trustee The Company is not an Opinion of Counsel in Canada or a 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).
(h7) PCS shall have Either the Company has 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 in Canada or a ruling from 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 purpose as a result of a deposit pursuant such defeasance or covenant defeasance and will be subject to Paragraph (a) above Canadian federal or provincial income tax and other tax on the related exercise of PCS's option under Section 1402 or Section 1403 (same amounts, in the same manner and at the same times as would have been the case may behad 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), registration is not required under the Investment Company Act of 1940, as amended, by PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 8) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS in connection therewith pursuant to Section 301.
(9) 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.
(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 (Husky Energy 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) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such 75 82 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Partnership is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Partnership 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, PCS the Partnership shall 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) PCS The Partnership shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, 76 83 conditions or limitations which may be imposed on PCS the 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 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 theretoSecurities, as the case may be:
(a) PCS The Company shall irrevocably have deposited or caused to be deposited with the Trustee Trustees (or another trustee satisfying which satisfies the requirements of contemplated by Section 607 who shall agree 6.13 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 and any coupons appertaining theretoSecurities, (iA) an amount money (in such currency, currencies or the currency unit in which such the Securities and any coupons appertaining thereto of a particular series are then specified as payable at Stated Maturitydenominated) in an amount, or (iiB) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment payments 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, if any) and interest, if any, on such Securities and any coupons appertaining theretopayment, money (in the currency in which the Securities of a particular series are denominated) in an amount, or (iiiC) a combination thereof, in any case, in an amount, each case 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 any such other qualifying trustee) to pay and discharge (i) discharge, the principal of (and premium, if any) any premium and interest on such Outstanding Securities and any coupons appertaining thereto on the respective Stated Maturity of such principal (and premiumMaturities, if any) or installment of principal or interest, and (ii) 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 Securities. As used herein, “Government Obligation” means (x) any coupons appertaining thereto; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven hereof, security 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS has received froma direct obligation of the government which issued, or there has been published byof the Government of Canada denominated in, the Internal Revenue Service currency in which the Securities of a rulingparticular series are denominated for the payment of which its full faith and credit is pledged, or (ii) since obligations of a Person the date payment of execution of this Indenturewhich is unconditionally guaranteed as its full faith and credit obligation by such government, there has been a change or, if such obligations are denominated in the applicable Federal income tax lawcurrency in which the Securities of a particular series are issued, by the Government of Canada, which, in either case to (i) or (ii), is not callable or redeemable at the effect thatoption of the issuer thereof, and based thereon such opinion shall confirm that, (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain Act 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Bank 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 custodian with respect to Paragraph any Government Obligation which is specified in clause (ax) above and held by such bank for the related exercise account of PCS's option under Section 1402 the holder of such depositary receipt, or Section 1403 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by PCS, with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the trust funds representing amount payable to the holder of such deposit or depositary receipt from any amount received by the Trustee for custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such trust funds, or (ii) all necessary registrations under said Act have been effecteddepositary receipt.
(i) 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 which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount in such currencymoney, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to said payments with respect to such Securities 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, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (8) and (9) and 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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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, PCS the Company shall 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 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) PCS 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) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel in Canada Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1402 or a 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 under Section 1403 (as the same amounts, in the same manner and at the same times as would case may be) 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)complied with.
(g) PCS 8) No event or condition shall not be an "insolvent person" within exist that pursuant to the meaning provisions of Sections 1602 and 1603 would prevent the Company from making payments of the Bankruptcy principal of (and Insolvency Act (Canadapremium, 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).
(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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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 13.02 or Section 1403 13.03 to any the Outstanding Securities of or within a series and any coupons appertaining thereto:such series.
(a) PCS The Company shall have irrevocably have 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 theretoSecurities, (iA) an amount in Dollars or in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining theretopayment, money in an amount, or (iiiC) a combination thereof, in any case, in an amount, 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, (i) the principal of (and premium, if any) and interest interest, 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 (and premium, if any) or installment installments of principal or interest, interest and (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related couponsSecurities. Before such a deposit, PCS the Company may give make arrangements satisfactory to the Trustee, in accordance with Section 1102 hereof, 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 Securities of supplemental indenture relating to such series and Article Eleven hereofseries, 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 PCS is a party or by which it is bound.
(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 series shall have occurred and be continuing on the date of such deposit orand, insofar as Sections 501(f) and 501(g) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) 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 the Outstanding Securities and any coupons appertaining thereto of such series 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.
(eg) In the case of an election under Section 140313.03, PCS the Company shall 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 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) Notwithstanding any other provisions of this Section 1404, 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 PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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 (i) discharge, the principal of (and premiumpremium or Make- Whole Amount, if any) and interest interest, if any, on such Outstanding Securities and any coupons coupons, appertaining thereto on the Stated Maturity of such principal (and premium, if any) or installment of principal or interest, and (ii) any mandatory sinking fund payments interest 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(7) and 501(g501(8) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCS, 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit or composite currency 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(g) 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, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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) PCS The Company 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, currencies or currency unit or composite currency 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f5.1(f) and 501(g5.1(g) 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, PCS the Company shall 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) PCS 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 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 140314.3, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Company, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (iiB) all necessary registrations under said Act act have been effected.
(ig) Such defeasance or covenant defeasance, as the case may be, shall not cause the Trustee to have a conflicting interest for purposes of the TIA with respect to any securities of the Company.
(h) Notwithstanding any other provisions of this Section 140414.4, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 15.02 or Section 1403 15.03 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, ; or (iiic) a combination 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: (i) the principal of (and premium, if any) and interest interest, 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 if 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 Trustee under Section 7.07; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 12.02 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 Eleven Twelve 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fclauses (7) and 501(g) (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).
(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 140215.02, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that that: (ia) PCS 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 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 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.
(e5) In the case of an election under Section 140315.03, PCS 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 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.
(f6) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from the Canada Revenue Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes as a result of such defeasance or covenant defeasance defeasance, as applicable, and will be subject to Canadian federal federal, provincial or provincial 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 defeasance, as applicable, not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g7) PCS shall The Company is 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 (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 8) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 1 contract
Sources: Indenture (Uranium 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 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, (i) the principal of (and premium, if any) and interest interest, 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, if any and (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; provided that the Trustee (or other qualifying trustee) shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the TrusteeTrustee (or other qualifying trustee), in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f) and 501(gSection 501(5) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a 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, PCS the Company shall 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 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) PCS 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) The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Indenture (Schering Plough 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) PCS The 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Partnership is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS the Partnership 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, PCS the Partnership shall 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) PCS The Partnership shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe Partnership, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, funds or (ii) all necessary registrations under said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the 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) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(6) and 501(g501(7) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination thereof, in any case, in an amount, 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (7) and 501(g) (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) In No event or condition shall exist that would prevent the case Company from making payments of an election under Section 1402the principal of (and premium, PCS shall have delivered to the Trustee an Opinion of Counsel stating that (iif any) PCS 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 interest 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, PCS shall 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) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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).
(h4) PCS 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 have delivered to the Trustee an Officer's Opinion of Counsel 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 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 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.
(6) In the case of an election under Section 1403, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any related coupons 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.
(7) 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) 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.
(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 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effectedwith.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
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 14.02 or Section 1403 14.03 to any Outstanding Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit or, insofar as Sections 501(f5.01(7) and 501(g5.01(8) 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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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, PCS the Company shall 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 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 PCSthe 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 PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS 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 either Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining theretorelated coupons:
(a1) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(fparagraphs (5) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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) 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, PCS 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 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) PCS shall have 8) Either the Company has delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Canada Customs and Revenue Canada, Customs, Excise and Taxation 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 federal, provincial or provincial territorial income tax or other tax purposes 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 or covenant defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that Holders of such outstanding the Securities include Holders who are not resident in Canada).
(g9) PCS shall The Company is 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).
(h10) PCS No Event of Default or Default with respect to such Securities shall have occurred and be continuing on the date of such deposit or, insofar as paragraphs (6) and (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).
(11) The Company has 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 such deposit pursuant shall not cause the Trustee or the trust so created to Paragraph (a) above and the related exercise of PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS 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 1502 or Section 1403 1503 to any Outstanding Debt Securities of or within a series and any coupons appertaining thereto:
(a) PCS The Company 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 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 Debt Securities and any coupons appertaining thereto, (i1) an amount in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit in which such Debt Securities and 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 premiumpremium or Make-Whole Amount, if any) and interest, if any, on such Debt Securities and any coupons appertaining thereto, money in an amount, or (iii3) a combination 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, (i) the principal of (and premiumpremium or Make-Whole Amount, if any) and interest interest, if any, on such Outstanding Debt 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 (ii) 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 shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS may give to the Trustee, in accordance with Section 1102 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 Securities of such series and Article Eleven 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 PCS the Company is a party or by which it is 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 shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(f501(5) and 501(g501(6) 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 14021502, PCS the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) PCS 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 such confirm that, the Holders of such Outstanding Debt 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 14031503, PCS the Company shall 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 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) PCS The Company shall have delivered to the Trustee an Opinion of Counsel in Canada or a 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 Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 1502 or the covenant defeasance under Section 1403 1503 (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 PCSthe Company's option under Section 1402 1502 or Section 1403 1503 (as the case may be), registration is not required under the Investment Company Act of 1940, as amended, by PCSthe 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 said Act have been effected.
(ig) Notwithstanding any other provisions of this Section 1404Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on PCS the Company in connection therewith pursuant to Section 301.
Appears in 1 contract
Sources: Supplemental Indenture (Omega Healthcare Investors 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) PCS The Company 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 theretorelated coupons, (iA) an amount (in such currency, currencies or currency unit 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 coupons appertaining thereto (determined on the basis of the currency, currencies or currency unit Currency in which such Securities and 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, if any) , and interest, if any, on under such Securities and any coupons appertaining theretorelated coupons, money in an amount, or (iiiC) a combination 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, (i) the principal of (and premium, if any) and interest interest, 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, if any, and (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; provided PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Obligations to said payments with respect to such Securities and any related coupons. Before such a deposit, PCS the Company may give to the Trustee, in accordance with Section 1102 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 Eleven 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 PCS is a party or by which it is bound.
(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 shall have occurred and be continuing on the date of such deposit or, or insofar as Sections 501(fparagraphs (6) and 501(g(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).
(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, PCS the Company shall have delivered to the Trustee an Opinion of Counsel in the United States stating that (ix) PCS the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (iiy) since the date of execution of this Indenture, there has been a change in the applicable Federal 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 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.
(e5) In the case of an election under Section 1403, PCS 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 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.
(f6) PCS shall have delivered to the Trustee an Opinion of Counsel in Canada or a ruling from Revenue Canada, Customs, Excise and Taxation to the effect that the Holders of such Outstanding Securities and any related coupons will The Company is 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).
(h7) PCS 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, 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).
(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 in connection therewith pursuant to Section 301.
(9) 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 and with.
(10) The Company 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 PCS'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 PCS, with respect to the trust funds representing such deposit or by the Trustee for such trust funds, or (ii) all necessary registrations under said Act have been effected.
(i) 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 which may be imposed on PCS in connection therewith pursuant to Section 301.
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Sources: Indenture (Husky Energy Inc)