Common use of Full Defeasance Clause in Contracts

Full Defeasance. If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put in place the following other arrangements for you to be repaid: • if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. • we must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; • we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with; • Defeasance must not result in a breach of the indenture or any other material agreements; and • Satisfy the conditions for covenant defeasance contained in any supplemental indentures. If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If applicable, you would also be released from the subordination provisions described later under “Indenture Provisions— Subordination.”

Full Defeasance. If there is a change in U.S. federal income tax law, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) Notes if we put in place take the following other arrangements for you actions below: • we must irrevocably deposit or cause to be repaid: • if deposited with the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trustee as trust funds for the benefit of the all holders of such debt securities the Notes cash, U.S. government obligations or a combination of money cash and United States U.S. government obligations sufficient, without reinvestment, in the opinion of a nationally recognized firm, of independent public accountants, investment bank or United States government agency notes or bonds that will appraisal firm, to generate enough cash to make interest, principal and any other applicable payments on the debt securities Notes on their various due dates. ; • we must deliver to the trustee a legal opinion confirming that there has been a change in to the current U.S. federal income tax law or an IRS Internal Revenue Service ruling that allows us to make the above deposit without causing you holders to be taxed on the debt securities Notes any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; • we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and an officers’ certificate stating that all conditions precedent to defeasance have been complied withthe Notes, if then listed on any securities exchange, will not be delisted as a result of the deposit; • Defeasance no default or Event of Default with respect to the Notes has occurred and is continuing and no defaults or Events of Defaults related to bankruptcy, insolvency or organization occurs during the 90 days following the deposit; • the full defeasance must not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act; • the full defeasance must not result in a breach of or violation of, or constitute a default under, the indenture or any other material agreementsagreements or instruments to which we are a party; • the full defeasance must not result in the trust arising from the deposit constituting an investment company within the meaning of the Investment Company Act unless such trust will be registered under the Investment Company Act or exempt from registration thereunder; and • Satisfy we must deliver to the trustee an officers’ certificate and a legal opinion from our counsel stating that all conditions for precedent with respect to the full defeasance have been complied with. In the event that the trustee is unable to apply the funds held in trust to the payment of obligations under the Notes by reason of a court order or governmental injunction or prohibition, then those of our obligations discharged under the full defeasance or covenant defeasance will be revived and reinstated as though no deposit of funds had occurred, until such time as the trustee is permitted to apply all funds held in trust under the procedure described above may be applied to the payment of obligations under the Notes. However, if we make any payment of principal or interest on the Notes to the holders, we will have the right to receive such payments from the trust in the place of the holders. Upon our request contained in any an officer’s certificate, the supplemental indentures. If we ever did accomplish full defeasanceindenture and the base indenture will, as described aboveto the Notes cease to be of further effect, you would have and the trustee, at our expense, will execute such instruments reasonably requested by us to rely solely acknowledge and satisfaction and discharge of the supplemental indenture and the base indenture as to the Notes if we take the following actions below: • we must irrevocably deposit or cause to be deposited with the trustee as trust funds for the benefit of the all holders of the Notes cash, U.S. government obligations or a combination of cash and U.S. government obligations sufficient, without reinvestment, in the opinion of a nationally recognized firm, of independent public accountants, investment bank or appraisal firm, to generate enough cash to make interest, principal and any other applicable payments on the trust deposit Notes on their various due dates (including any date of redemption for repayment which a notice of redemption has properly been made in connection with the debt securities. You could not look satisfaction and discharge); • no default or Event of Default with respect to us for repayment in the unlikely event Notes has occurred and is continuing and no defaults or Events of any shortfall. ConverselyDefaults related to bankruptcy, insolvency or organization occurs during the trust deposit would most likely be protected 90 days following the deposit; • we must deliver to the trustee an officers’ certificate and a legal opinion from claims of our lenders counsel stating that all conditions precedent with respect to such satisfaction and other creditors if we ever became bankrupt or insolvent. If applicable, you would also be released from the subordination provisions described later under “Indenture Provisions— Subordinationdischarge have been complied with.”