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) 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
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OTHER CHARGES AND ASSESSMENTS IN RESPECT THEREOF PAYABLE BY THE TRUSTEE, THE
PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE OUTSTANDING NOTES (I) 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 OR (II) ON ANY EARLIER REDEMPTION DATE
PURSUANT TO THE TERMS OF THIS INDENTURE AND THE NOTES; PROVIDED THAT THE COMPANY
HAS PROVIDED THE TRUSTEE WITH IRREVOCABLE INSTRUCTIONS TO REDEEM ALL OF THE
OUTSTANDING NOTES ON SUCH REDEMPTION DATE;
(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 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