THE COMPANY AT ANY TIME MAY DELIVER
NOTES TO THE TRUSTEE FOR CANCELLATION.
THE REGISTRAR AND THE PAYING AGENT SHALL
FORWARD TO THE TRUSTEE ANY NOTES SURRENDERED TO THEM FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT.
THE TRUSTEE AND NO ONE ELSE SHALL CANCEL ALL
NOTES SURRENDERED FOR REGISTRATION OF TRANSFER, EXCHANGE, PAYMENT OR
CANCELLATION AND SHALL DISPOSE OF CANCELED NOTES IN ACCORDANCE WITH ITS
CUSTOMARY PROCEDURES OR DELIVER CANCELED NOTES TO THE COMPANY PURSUANT TO
WRITTEN DIRECTION BY AN OFFICER.
THE COMPANY MAY NOT ISSUE NEW NOTES TO REPLACE
NOTES IT HAS REDEEMED, PAID OR DELIVERED TO THE TRUSTEE FOR CANCELLATION.
THE
TRUSTEE SHALL NOT AUTHENTICATE NOTES IN PLACE OF CANCELED NOTES OTHER THAN
PURSUANT TO THE TERMS OF THIS INDENTURE.
SECTION 2.11.
DEFAULTED INTEREST.
IF THE COMPANY DEFAULTS IN A
PAYMENT OF INTEREST OR SPECIAL INTEREST, IF ANY, ON THE NOTES, THE COMPANY SHALL
PAY THE DEFAULTED INTEREST (PLUS INTEREST ON SUCH DEFAULTED INTEREST TO THE
EXTENT LAWFUL) IN ANY LAWFUL MANNER.
THE COMPANY MAY PAY THE DEFAULTED INTEREST
TO THE PERSONS WHO ARE HOLDERS ON A SUBSEQUENT SPECIAL RECORD DATE.
THE COMPANY
SHALL FIX OR CAUSE TO BE FIXED ANY SUCH SPECIAL RECORD DATE AND PAYMENT DATE TO
THE REASONABLE SATISFACTION OF THE TRUSTEE AND SHALL PROMPTLY MAIL OR CAUSE TO
BE MAILED TO EACH HOLDER A NOTICE THAT STATES THE SPECIAL RECORD DATE, THE
PAYMENT DATE AND THE AMOUNT OF DEFAULTED INTEREST TO BE PAID.
SECTION 2.12.
CUSIP NUMBERS.
THE COMPANY IN ISSUING THE NOTES MAY
USE COMMITTEE ON UNIFORM SECURITIES IDENTIFICATION PROCEDURES NUMBERS (THE
"CUSIP NUMBERS") (IF THEN GENERALLY IN USE) AND, IF SO, THE TRUSTEE SHALL USE
CUSIP NUMBERS IN NOTICES OF REDEMPTION AS A CONVENIENCE TO HOLDERS; PROVIDED,
HOWEVER, THAT ANY SUCH NOTICE MAY STATE THAT NO REPRESENTATION IS MADE AS TO THE
CORRECTNESS OF SUCH NUMBERS EITHER AS PRINTED ON THE NOTES OR AS CONTAINED IN
ANY NOTICE OF A REDEMPTION AND THAT RELIANCE MAY BE PLACED ONLY ON THE OTHER
IDENTIFICATION NUMBERS PRINTED ON THE NOTES, AND ANY SUCH REDEMPTION SHALL NOT
BE AFFECTED BY ANY DEFECT IN OR OMISSION OF SUCH NUMBERS.
ARTICLE 3.
REDEMPTION
SECTION 3.01.
NOTICES TO TRUSTEE.
IF THE COMPANY ELECTS TO REDEEM
NOTES PURSUANT PARAGRAPH 5 OF THE NOTES OR IS OBLIGATED TO PURCHASE NOTES
PURSUANT TO SECTION 4.09 OR SECTION 4.10, IT SHALL NOTIFY THE TRUSTEE IN WRITING
OF THE REDEMPTION DATE AND THE PRINCIPAL AMOUNT AT MATURITY OF NOTES TO BE
REDEEMED.
THE REDEMPTION PROVISIONS OF PARAGRAPH 5 OF THE NOTES ARE FULLY
INCORPORATED HEREIN.
THE TRUSTEE MAY CONCLUSIVELY RELY ON AN OFFICERS'
CERTIFICATE AND THE CALCULATIONS GIVEN THEREIN IN MAKING ANY REDEMPTION IN
ACCORDANCE WITH PARAGRAPH 5 OF THE NOTES.
33
The Company shall give each notice to the Trustee provided for in this Section
3.01 at least 45 days before the Redemption Date unless the Trustee consents to
a shorter period.
Such notice shall be accompanied by an Officers' Certificate
and an Opinion of Counsel from the Company to the effect