Common use of Defeasance of Certain Obligations Clause in Contracts

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11, clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19 and clauses (c), (d), (e), (f) and (g) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes if: (i) with reference to this Section 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Notes, and dedicated solely to, the benefit of the Holders, in and to (A) cash or Temporary Cash Investments in an amount, (B) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes and provided further that, if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in this clause (i), the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal of, premium, if any, and interest on the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations under this clause (i) on the date of the deposit and issuance of the letter of credit; (ii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an "insider" for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute) and (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust funds; (iii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of such deposit, and such deposit 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iv) if the Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with; provided that if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in (i) above, the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal amount of the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations in respect of the notes on the date of the deposit and issuance of the letter of credit.

Defeasance of Certain Obligations. The Company Each Obligor may omit to comply with any term, provision or condition set forth in clauses (iii3) and (iv4) of Section the first paragraph of SECTION 5.01 and Sections SECTIONS 4.03 through 4.11, and clause (c) of Section SECTION 6.01 with respect to clauses (iii3) and (iv4) of Section SECTION 5.01, clause (d) of Section SECTION 6.01 with respect to Sections 4.01, 4.02 and 4.12 SECTIONS 4.03 through 4.19 4.11 and clauses (c), (d), (e), ) and (f) and (g) of Section SECTION 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes of any series if: (i) with reference to this Section SECTION 8.03, the Company Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section SECTION 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the HoldersHolders of Notes of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the such Holders as security for payment of the principal of, premium, if any, and interest, if any, on the NotesNotes of such series, and dedicated solely to, the benefit of the Holders, in and to (A) cash or Temporary Cash Investments money in an amount, (B) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Notes of such series on the Stated Maturity of such principal or interest; provided PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes and provided further that, if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in this clause (i), the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal of, premium, if any, and interest on the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations under this clause (i) on the date of the deposit and issuance of the letter of creditsuch series; (ii) the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder of Notes of such series who may be deemed to be an "insider" for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Sect▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company or the Issuer under either such statute, and either (1) the trust funds will no longer remain the property of the Company or the Issuer (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the CompanyCompany or the Issuer, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the HoldersHolders of Notes of such series, a 77 valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute) and (y) the Holders of Notes of such series will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders of Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) the Trustee, for the benefit of the HoldersHolders of Notes of such series, has a valid first-priority security interest in the trust funds; (iii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of such deposit, and such deposit 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iv) if the Notes of such series are then listed on a national securities exchange, the Company Issuer has delivered to the Trustee an Opinion of Counsel to the effect that the such Notes will not be delisted as a result of such deposit, defeasance and discharge; and (v) the Company Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section SECTION 8.03 have been complied with; provided that if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in (i) above, the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal amount of the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations in respect of the notes on the date of the deposit and issuance of the letter of credit.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii3) and (iv4) of Section the first paragraph of SECTION 5.01 and Sections SECTIONS 4.03 through 4.11, and clause (c) of Section SECTION 6.01 with respect to clauses (iii3) and (iv4) of Section SECTION 5.01, clause (d) of Section SECTION 6.01 with respect to Sections SECTIONS 4.01, 4.02 and 4.12 through 4.19 and clauses (c), (d), (e), ) and (f) and (g) of Section SECTION 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes of any series if: (i) with reference to this Section SECTION 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section SECTION 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the HoldersHolders of Notes of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the such Holders as security for payment of the principal of, premium, if any, and interest, if any, on the NotesNotes of such series, and dedicated solely to, the benefit of the Holders, in and to (A) cash or Temporary Cash Investments money in an amount, (B) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Notes of such series on the Stated Maturity of such principal or interest; provided PROVIDED that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes and provided further that, if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in this clause (i), the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal of, premium, if any, and interest on the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations under this clause (i) on the date of the deposit and issuance of the letter of creditsuch series; (ii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder of Notes of such series who may be deemed to be an "insider" for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the HoldersHolders of Notes of such series, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute) and (y) the Holders of Notes of such series will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders of Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) the Trustee, for the benefit of the HoldersHolders of Notes of such series, has a valid first-priority security interest in the trust funds; (iii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of such deposit, and such deposit 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iv) if the Notes of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the such Notes will not be delisted as a result of such deposit, defeasance and discharge; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section SECTION 8.03 have been complied with; provided that if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in (i) above, the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal amount of the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations in respect of the notes on the date of the deposit and issuance of the letter of credit.

Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in clauses (iii3) and (iv4) of the first paragraph of Section 5.01 and Sections 4.03 through 4.11, and clause (c) of Section 6.01 with respect to clauses (iii3) and (iv4) of Section 5.01, clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19 and clauses (c), (d), (e), (f) and (gf) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes of any series if: (i) with reference to this Section 8.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the HoldersHolders of Notes of such series, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of the such Holders as security for payment of the principal of, premium, if any, and interest, if any, on the NotesNotes of such series, and dedicated solely to, the benefit of the Holders, in and to (A) cash or Temporary Cash Investments money in an amount, (B) U.S. Government Obligations that, through the payment of interest, premium, if any, and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (i), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of, premium, if any, and interest on the outstanding Notes of such series on the Stated Maturity of such principal or interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes and provided further that, if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in this clause (i), the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal of, premium, if any, and interest on the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations under this clause (i) on the date of the deposit and issuance of the letter of creditsuch series; (ii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder of Notes of such series who may be deemed to be an "insider" for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Sect▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the HoldersHolders of Notes of such series, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute) and (y) the Holders of Notes of such series will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders of Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) the Trustee, for the benefit of the HoldersHolders of Notes of such series, has a valid first-priority security interest in the trust funds; (iii) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of such deposit, and such deposit 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (iv) if the Notes of such series are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the such Notes will not be delisted as a result of such deposit, defeasance and discharge; and (v) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with; provided that if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in (i) above, the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal amount of the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations in respect of the notes on the date of the deposit and issuance of the letter of credit.

Defeasance of Certain Obligations. The Unless otherwise specified pursuant to Section 3.1 with respect to Securities of any series, the Company may omit to comply comply, on or after the date the conditions set forth in subsections (a) to (f) of this Section 10.8 are satisfied, with any term, provision or condition set forth in clauses (iii) Section 10.6 and (iv) of Section 5.01 and Sections 4.03 through 4.1110.7, clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section 5.01, clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12 through 4.19 and clauses (c), (d), (e), (f) and (g) of Section 6.01 shall be deemed not to be Events of Default, in each case with respect to the outstanding Notes Securities of such series, and with any term, provision or condition set forth in any additional negative or restrictive covenant of the Company (other than those contained in this Indenture) applicable to the Securities of such series (hereafter called "Covenant Defeasance") as specified pursuant to Section 3.1(q)), if: (ia) with With reference to this Section 8.0310.8, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10) and conveyed all right, title and interest to the Trustee for the benefit of the Holders, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged to the Trustee for the benefit of the Holders as security for payment of the principal of, premium, if any, and interest, if any, on the Notesfor, and dedicated solely to, the benefit of the HoldersHolders of the Securities of that series, in and to (Ai) cash or Temporary Cash Investments money in an amount, or (Bii) U.S. Government Obligations that, which through the payment of interest, premium, if any, interest and principal in respect thereof in accordance with their terms, terms will provide, provide not later than one day before the due date of any payment referred to in this clause (i), 10.8(a)(iii)(A) or 10.8(a)(iii)(B) money in an amount amount, or (Ciii) a combination thereof in an amount thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable which shall be applied by the Trustee, Trustee for such purposes (A) the principal of, premium, if any, of and any premium and each instalment of principal and any premium and interest on the outstanding Notes Outstanding Securities of that series on the Stated Maturity of such principal or interest; provided that installment of principal or interest or the Redemption Date, as the case may be, and (B) any mandatory sinking fund payments or analogous payments applicable to Securities of such series on the day on which such payments are due and payable each in accordance with the terms of the Indenture and of such Securities; (b) Such Covenant Defeasance shall not cause the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government Obligations to the payment of such principal, premium, if any, and interest with respect to the Notes and provided further that, if simultaneously with the deposit Securities of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in this clause (i), the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal of, premium, if any, and interest on the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed that series to have paid a conflicting interest as defined in Section 6.8 and discharged any and all obligations under this clause (i) on the date of the deposit and issuance of the letter of credit; (ii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that (A) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (B) after the passage of 123 days following the deposit (except, with respect to any trust funds for the account of any Holder who may be deemed to be an "insider" for purposes of the United States Bankruptcy Code, after one year following the deposit), the trust funds will not be subject Trust Indenture Act with respect to the effect of Sect▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (1) the trust funds will no longer remain the property of the Company (and therefore will not be subject to the effect Securities of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally) or (2) if a court were to rule under any such law in any case or proceeding that the trust funds remained property of the Company, (x) assuming such trust funds remained in the possession of the Trustee prior to such court ruling to the extent not paid to the Holders, the Trustee will hold, for the benefit of the Holders, a valid and perfected security interest in such trust funds that is not avoidable in bankruptcy or otherwise (except for the effect of Section 552(b) of the United States Bankruptcy Code on interest on the trust funds accruing after the commencement of a case under such statute) and (y) the Holders will be entitled to receive adequate protection of their interests in such trust funds if such trust funds are used in such case or proceeding, (C) the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (D) the Trustee, for the benefit of the Holders, has a valid first-priority security interest in the trust fundsseries; (iiic) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after such date of such deposit, and such deposit shall Such Covenant Defeasance will 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 or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries it is bound; (ivd) if No Event of Default or event which with notice or lapse of time would become an Event of Default with respect to Securities of that series shall have occurred and be continuing on the Notes are then listed on a national securities exchange, the date of such deposit; (e) The Company has delivered to the Trustee an Opinion of Counsel to stating that (i) Holders of the effect that the Notes Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and Covenant Defeasance had not occurred; (ii) such Covenant Defeasance would not cause any outstanding Security of such series then listed on any nationally recognized securities exchange to be delisted as a result thereof; and (iii) such deposit would not result in the trust arising from such deposit constituting an investment company within the meaning of such depositthe Investment Company Act of 1940, defeasance and dischargeas amended from time to time; and (vf) the The Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent herein provided for herein relating to the defeasance contemplated by this Section 8.03 have been complied with; provided that if simultaneously with the deposit of the cash or Temporary Cash Investments and/or U.S. Government Obligations referred to in (i) above, the Company has caused an irrevocable, transferrable, standby letter of credit to be issued by a bank with capital and surplus exceeding the principal amount of the Notes then outstanding, expiring not earlier than 180 days from its issuance, in favor of the Trustee, which permits the Trustee to draw an amount equal to the principal, premium, if any, and accrued interest on the Notes through the expiry date of the letter of credit, then the Company will be deemed to have paid and discharged any and all obligations in respect of the notes on the date of the deposit and issuance of the letter of credit.