Company Uses in DEFEASANCE Clause

DEFEASANCE from Indenture

INDENTURE dated as of _______________, between REAL GOODS SOLAR, INC., a Colorado corporation (the "Company"), having its principal office at 110 16th Street, 3rd Floor, Denver, CO 80202, and [TRUSTEE], a [_______________] (the "Trustee"), having its principal office at [_____________].

DEFEASANCE. Section 1301. Applicability of Article The provisions of this Article shall be applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for Securities of such series. Section 1302. Legal Defeasance In addition to discharge of the Indenture pursuant to Section 401, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Securities of such a series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series and the Company's right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Company's obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange the Securities of such series, (vi) the rights of Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Company under Section 1002), and the Trustee, at the expense of the Company, shall, upon a Company Request, execute proper instruments acknowledging the same, if the conditions set forth below are satisfied (hereinafter, "defeasance"):

Defeasance from Indenture

INDENTURE (the Indenture) dated as of [ ], between HEALTH INSURANCE INNOVATIONS, INC., a Delaware corporation (hereinafter called the Company), and [ ], a [ ] (hereinafter called the Trustee).

Defeasance. Section 1401.

Defeasance from Indenture

THIS INDENTURE, dated as of [_____], 2016, between TYME TECHNOLOGIES, INC., a Delaware corporation (the "Issuer"), and [*], a national banking association organized and existing under the laws of the United States (the "Trustee"),

Defeasance. (A) For purposes of Section 10.1 the Issuer shall be deemed to have paid the principal of, premium, if any, and interest, if any, on any Security or Securities outstanding hereunder as and when the same shall have become due and payable, if the Issuer shall have irrevocably deposited or caused to be deposited in trust with the Trustee (i) funds in an amount (in such currency, currencies or currency unit or units in which such outstanding Securities are payable) or (ii) in the case of Securities denominated in Dollars, U.S. Government Obligations (as defined below) or, in the case of Securities denominated in a Foreign Currency, Foreign Government Securities, which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one business day before the due date of any payment of principal (including any premium) and interest, if any, under such Securities, money in an amount or (iii) a combination (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay and discharge each installment of principal of (including any premium), and interest, if any, on, such outstanding Securities on the dates such installments of interest or principal are due, in the currency, currencies or currency unit or units, in which such Securities are payable; provided, however, that the Issuer shall not make or cause to be made the deposit provided by this Section 10.2(A) with respect to Securities denominated in a Foreign Currency unless the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that there will not occur any violation of the Investment Company Act of 1940, as amended, on the part of the Issuer, the trust funds representing such deposit or the Trustee as a result of such deposit and the related exercise of the Issuer's option under this Section 10.2; provided further, however, that notwithstanding the foregoing, with respect to any series of Securities which shall at the time be listed for trading on The New York Stock Exchange, there shall be no deposit of funds in cash and/or in U.S. Government Obligations or Foreign Government Securities with the Trustee to pay the principal amount, the redemption price or any installment of interest in order to discharge the Company's obligation in respect of any such payment if at such time the rules of The New York Stock Exchange prohibit such deposit with the Trustee if such discharge will (or may) occur more than ten (10) days in advance of the date on which such funds or payments on such U.S. Government Obligations or Foreign Government Securities become available to holders of such Securities entitled to receive such payment. Concurrently with any such deposit with the Trustee, the Company shall deliver to the Trustee an Officers' Certificate to the effect that under the laws in effect on the date of such deposit the amount of such deposit will be sufficient, after payment of all Federal, state and local taxes in respect thereof payable by the Trustee, and without consideration of any reinvestment of any principal of or interest on any such U.S. Government Obligations or Foreign Government Securities, to retire at maturity or upon redemption such Securities, including principal, premium, if any, and interest, if any, due or to become due to such date of maturity or redemption. Upon receipt by the Trustee of funds, U.S. Government Obligations and/or Foreign Government Securities, in accordance with this Section, together with any required documents, the Trustee shall, upon receipt of a Company Order, acknowledge in writing that the Security or Securities or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof is deemed to have been satisfied and discharged. If payment at their stated maturity of less than all of the Securities of any series, or any Tranche thereof, is to be provided for in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified in Section 12.2 for selection for redemption of less than all the Securities of a series or Tranche. (B) A Security of any particular series may also provide that the Issuer shall as a condition of effectuating this Section 10.2 have either:

Defeasance from Indenture

INDENTURE, dated as of [ ], [ ], between BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (the "Company"), and [ ], as trustee (the "Trustee"):

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities. In order to exercise either Legal Defeasance or Covenant Defeasance:

Defeasance from Supplemental Indenture

SECOND SUPPLEMENTAL INDENTURE, dated as of November 12, 2014 (this "Supplemental Indenture"), between General Motors Company, a corporation duly organized and existing under the laws of Delaware (herein called the "Company"), having its principal office at 300 Renaissance Center, Detroit, Michigan 48265-3000, and The Bank of New York Mellon, a New York banking corporation, as trustee (herein called the "Trustee").

Defeasance. The Company may elect, at its option at any time, pursuant to Section 402 of the Base Indenture, to have Section 403 or Section 404 in the Base Indenture, or both, apply to the 2025 Notes, 2035 Notes or 2045 Notes, respectively, or any principal amount thereof. Without in any way limiting the applicability of Section 404 of the Base Indenture with respect to the Notes, upon the Company's exercise of its option to have Section 404 of the Base Indenture applied to all of the Outstanding 2025 Notes, 2035 Notes or 2045 Notes, (1) the Company shall also be deemed to be released from and may omit to comply with its obligations under the covenants contained in Article 3 of this Supplemental Indenture with respect to the 2025 Notes, 2035 Notes or 2045 Notes, respectively, and (2) the failure to comply with any such obligation, covenant, restriction, term or other provision shall not constitute (and shall be deemed not to be or result in) an Event of Default under Section 501(4) or Section 501(7) of the Base Indenture, in each case with respect to the 2025 Notes, 2035 Notes or 2045 Notes, respectively, on and after the date the conditions set forth in Section 405 of the Base Indenture are satisfied.

Defeasance from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of September 17, 2014, among The WhiteWave Foods Company, a Delaware corporation (the Company), each Guarantor party hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee (the Trustee).

Defeasance. Upon the Companys or the Guarantors exercise of its option to have this Section 7.01(a) applied to the Securities, and the Guarantees thereof, each of the Company and the Guarantors shall be deemed to have been discharged from their obligations with respect to the Securities and Guarantees as provided in this Section 7.01(a) on and after the date the conditions set forth in Section 7.01(c) are satisfied (hereinafter called Defeasance). For this purpose, such Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Securities and Guarantees and to have satisfied all its other obligations under the Securities and Guarantees and this Indenture insofar as the Securities and Guarantees are concerned (and the Trustee, at the expense of the Company or the Guarantors, as the case may be, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 7.01(c) and as more fully set forth in Section 12.06 of the Base Indenture, payments in respect of the principal of and premium, if any, and interest on the Securities when payments are due, (2) the Companys obligations with respect to the Securities and the Guarantors obligations with respect to such Guarantees under Sections 3.04, 3.05, 3.06, 3.07 and 6.03 of the Base Indenture, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article VII. Subject to compliance with Article XII of the Base Indenture, the Company or the Guarantors may exercise their option, if any, to have this Section 7.01(a) applied to the Securities and the Guarantees thereof notwithstanding the prior exercise of its option, if any, to have Section 7.01(b) applied to such Securities and Guarantees.

Defeasance from Senior Note

Indenture, dated as of July 2, 2014, between Martin Marietta Materials, Inc., a North Carolina corporation (the "Company" or the "Issuer"), and Regions Bank, as trustee (the "Trustee").

Defeasance. Upon the Company's exercise under Section 8.1 hereof of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from the obligations thereof with respect to all outstanding Notes of such Series on the date the conditions set forth below are satisfied (hereinafter, "defeasance"). For this purpose, defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes of the applicable Series, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes of such Series to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 8.4(1); (b) the Company's obligations with respect to such Notes under Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.10 and 4.8 hereof; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including without limitation thereunder, under Section 7.7, 8.5 and 8.7 hereof and the Company's obligations in connection therewith; (d) the Company's rights pursuant to Section 3.7 and the Holders' rights under Section 3.8 and Section 4.6; and (e) the provisions of this Article VIII. Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.2 with respect to either or both Series of Notes notwithstanding the prior exercise of its option under Section 8.3 hereof.

Defeasance from First Supplemental Indenture

FIRST SUPPLEMENTAL INDENTURE, dated as of September 27, 2013 (this "Supplemental Indenture"), between General Motors Company, a corporation duly organized and existing under the laws of Delaware (herein called the "Company"), having its principal office at 300 Renaissance Center, Detroit, Michigan 48265-3000, and The Bank of New York Mellon, a New York banking corporation, as trustee (herein called the "Trustee").

Defeasance. The Company may elect, at its option at any time, pursuant to Section 402 of the Indenture, to have Section 403 or Section 404 in the Indenture, or both, apply to the 2018 Notes, 2023 Notes or 2043 Notes, respectively, or any principal amount thereof. Without in any way limiting the applicability of Section 404 of the Indenture with respect to the Notes, upon the Company's exercise of its option to have Section 404 of the Indenture applied to all of the Outstanding 2018 Notes, 2023 Notes or 2043 Notes, (1) the Company shall also be deemed to be released from and may omit to comply with its obligations under the covenants contained in Article 3 of this Supplemental Indenture with respect to the 2018 Notes, 2023 Notes or 2043 Notes, respectively, and (2) the failure to comply with any such obligation, covenant, restriction, term or other provision shall not constitute (and shall be deemed not to be or result in) an Event of Default under Section 501(4) or Section 501(7) of the Indenture, in each case with respect to the 2018 Notes, 2023 Notes or 2043 Notes, respectively, on and after the date the conditions set forth in Section 405 of the Indenture are satisfied.

Defeasance from Supplemental Indenture

SIXTH SUPPLEMENTAL INDENTURE, dated as of May 31, 2013 (this Supplemental Indenture), to the Indenture, dated as of April 1, 1998, as supplemented by a First Supplemental Indenture, dated as of July 7, 2000, a Second Supplemental Indenture, dated as of July 6, 2004, a Third Supplemental Indenture, dated as of June 23, 2006, a Fourth Supplemental Indenture, dated as of March 3, 2010, and a Fifth Supplemental Indenture, dated as of May 23, 2013, between Meritor, Inc., an Indiana corporation (Meritor or the Company) (successor to Meritor Automotive, Inc.), having its principal office at 2135 West Maple Road, Troy, Michigan 48084-7186, and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), a national association, as Trustee (the Trustee), having its corporate trust office at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (as so supplemente

Defeasance. The provisions of Section 4.03 and Section 10.09 of the Indenture with respect to defeasance shall be applicable to the Notes, provided that references in Sections 4.03(a)(4) and 10.09(5) to Holders shall mean the beneficial owners for U.S. Federal income tax purposes.

Defeasance from Indenture

INDENTURE, dated as of [ ], [ ], between Preferred Apartment Communities, Inc., a Maryland corporation (the "Company"), and [ ], as trustee (the "Trustee"):

Defeasance. The Company may, at its option and at any time (including notwithstanding the exercise by the Company of a Covenant Defeasance (as defined herein)), elect to have its obligations discharged with respect to a series of the Securities ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such series of Securities, except for (a) the rights of holders to receive payments in respect of the principal of (and premium, if any) and interest on the Securities when such payments are due solely from the trust fund described in this Section, (b) the Company's obligations with respect to such series of Securities concerning issuing temporary Securities, registration of transfer or exchange of such series of Securities, mutilated, destroyed, lost or stolen Securities of such series and the maintenance of an office or agency for payments, (c) the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith and (d) the Legal Defeasance provisions of this Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to covenants provided with respect to such series of Securities under Section 2.01(15), 9.01(4) and 9.01(7) of this Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to such series of Securities. In the event of Covenant Defeasance, those events described under Section 6.01(a) with respect to the foregoing covenants will no longer constitute an Event of Default with respect to such series of Securities.In order to exercise either Legal Defeasance or Covenant Defeasance:(1)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of such series, (A) moneys in an amount, or (B) noncallable Governmental Obligations the scheduled principal of and interest on which in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the case of (B) or (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, at maturity or upon redemption, the principal of (and premium, if any) and interest on such series of Securities on the stated date for payment thereof or on the applicable redemption date, as the case may be;(2)in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date 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 of Counsel shall confirm that, the holders of such series of Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Legal 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 Legal Defeasance had not occurred;(3)in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the holders of such series of 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;(4)no Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or insofar as Events of Default under clauses (4) and (5) of Section 6.01(a) are concerned, at any time in the period ending on the 91st day after the date of deposit;(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 or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and(6)if such series of Securities are to be redeemed prior to final maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.