Form 424B5 Company Workplace Propert

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to defease and discharge alone and COPT, as guarantor, from any and all obligations with respect to individuals credit card debt securities (“legal defeasance”), except for, among the other factors:

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(A)

the obligation to pay out Further Amounts, if any, upon the occurrence of specified situations of taxation, evaluation, or governmental demand with regard to payments on people debt securities to the extent that individuals More Amounts exceed the sum deposited in respect of those quantities as supplied down below,

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(B)

the obligations to sign-up the transfer or exchange of those credit card debt securities,

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(C)

the obligation to exchange momentary or mutilated, destroyed, lost, or stolen credit card debt securities,

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(D)

the obligation to maintain an workplace or agent of COPLP in The Metropolis of New York, in regard of all those credit card debt securities,

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(E)

the obligation to maintain moneys for payment in regard of people credit card debt securities in believe in, and

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(F)

the obligation, if applicable, to repurchase individuals financial debt securities at the possibility of the holders thereof, or

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to be introduced from its obligations and to release COPT, as guarantor, of its obligations with respect to those personal debt securities below (A) certain covenants in the Indenture similar to the preservation of the legal rights (charter and statutory), licenses and franchises of COPLP and COPT and (B) if relevant, other covenants as may well be specified in the relevant prospectus complement, and any omission to comply with these obligations shall not constitute a default or an Function of Default with regard to those people financial debt securities (“covenant defeasance”),

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in both case on the irrevocable deposit with the Trustee, or other qualifying Trustee, in belief for that function, of an volume in the forex in which all those personal debt securities are payable at maturity or, if relevant, on redemption, and/or govt obligations (as outlined in the Indenture) which via the payment of principal and desire in accordance with their phrases will supply income, in an amount adequate, in the penned view of a nationally regarded organization of impartial community accountants, to spend the principal of and any quality and any fascination on, and, to the extent that (x) those debt securities offer for the payment of Additional Amounts and (y) the sum of the Extra Quantities which are or will be payable is at the time of deposit reasonably determinable by COPLP, in the training of its sole discretion, the More Amounts with regard to, people financial debt securities, and any mandatory sinking fund or analogous payments on these personal debt securities, on the thanks dates for people payments, no matter if at maturity, on redemption, on compensation at the possibility of the holder or or else.

The legal defeasance or covenant defeasance explained over shall only be efficient if, among other issues:

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it shall not consequence in a breach or violation of, or represent a default underneath, the Indenture or any other content agreement or instrument to which COPLP or COPT, as guarantor, is a party or is bound

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in the situation of authorized defeasance, COPLP shall have delivered to the Trustee an impression of independent counsel reasonably suitable to the Trustee confirming that:

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(A)

COPLP has received from, or there has been printed by, the Inside Earnings Assistance a ruling or

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(B)

since the date of the Indenture, there has been a modify in applicable federal earnings tax law,

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in both situation to the result that, and primarily based on this ruling or adjust the viewpoint of counsel shall confirm that, the holders of the debt securities of the applicable collection will not acknowledge earnings, get or loss for U.S. federal money tax purposes as a final result of the authorized defeasance and will be matter to U.S. federal profits tax on the very same quantities, in the very same way and at the exact situations as would have been the circumstance if the authorized defeasance had not occurred

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in the circumstance of covenant defeasance, COPLP shall have shipped to the Trustee an impression of impartial counsel moderately satisfactory to the Trustee to the result that the holders of the personal debt

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