"DEPOSIT ACCOUNTS" WITHIN THE MEANING OF THE UCC, (B) THE ISSUER HAS
TAKEN ALL STEPS NECESSARY TO CAUSE THE TRUSTEE TO BECOME THE CUSTOMER AND
ACCOUNT HOLDER OF THE DEPOSIT ACCOUNTS, (C) OTHER THAN THE SECURITY INTEREST
GRANTED TO THE TRUSTEE PURSUANT TO THIS INDENTURE, THE ISSUER HAS NOT PLEDGED,
ASSIGNED, SOLD, GRANTED A SECURITY INTEREST IN, OR OTHERWISE CONVEYED ANY OF THE
DEPOSIT ACCOUNTS, AND (D) THE DEPOSIT ACCOUNTS ARE NOT IN THE NAME OF ANY PERSON
OTHER THAN THE ISSUER OR THE TRUSTEE.
THE ISSUER HAS NOT CONSENTED TO THE BANK
MAINTAINING THE DEPOSIT ACCOUNTS TO COMPLY WITH THE INSTRUCTIONS OF ANY PERSON
OTHER THAN THE TRUSTEE; AND
(XIII)
THE ISSUER HAS ESTABLISHED PROCEDURES SUCH THAT ANY ELIGIBLE
INVESTMENTS PURCHASED WITH FUNDS WITHDRAWN FROM THE DEPOSIT ACCOUNTS WILL BE
EITHER (I) CREDITED TO A SECURITIES ACCOUNT OVER WHICH THE TRUSTEE WILL HAVE A
FIRST PRIORITY PERFECTED SECURITY INTEREST, (II) PURCHASED IN THE NAME OF THE
TRUSTEE, OR (III) HELD IN ANOTHER MANNER
132
SUFFICIENT TO ESTABLISH THE TRUSTEE'S FIRST PRIORITY PERFECTED SECURITY INTEREST
OVER SUCH ELIGIBLE INVESTMENTS.
(F)
THE TRUSTEE SHALL ONLY INVEST IN ELIGIBLE INVESTMENTS WHICH THE
APPLICABLE CUSTODIAL SECURITIES INTERMEDIARY AGREES TO CREDIT TO THE APPLICABLE
ACCOUNT.
TO THE EXTENT ANY ELIGIBLE INVESTMENT SHALL NOT BE DELIVERED TO THE
TRUSTEE BY CAUSING THE CUSTODIAL SECURITIES INTERMEDIARY TO CREATE A SECURITY
ENTITLEMENT IN THE SECURITIES ACCOUNT IN FAVOR OF THE TRUSTEE, THE ISSUER SHALL
DELIVER AN OPINION OF COUNSEL TO THE TRUSTEE TO THE EFFECT THAT ANY OTHER
DELIVERY WILL EFFECT A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE TRUSTEE
IN SUCH ELIGIBLE INSTRUMENT.
133
ARTICLE 4
SATISFACTION AND DISCHARGE
SECTION 4.1
SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall be discharged and shall cease to be of further effect with
respect to the Assets securing the Notes and the Issuer's obligations under each
Hedge Agreement, the Insurance Policy and the Insurance Agreement except as to
(i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders
to receive payments of principal thereof and interest thereon, as provided
herein, (iv) the rights, obligations and immunities of the Trustee on their
behalf hereunder and (v) the rights of Noteholders as beneficiaries hereof with
respect to the property deposited with the Trustee on their behalf and payable
to all or any of them; and the Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:
(A)
EITHER:
(I)
ALL NOTES THERETOFORE AUTHENTICATED AND DELIVERED (OTHER THAN (A)
NOTES WHICH HAVE BEEN MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN AND WHICH
HAVE BEEN REPLACED OR PAID AS PROVIDED IN SECTION 2.6 AND (B) NOTES FOR WHOSE
PAYMENT MONEY HAS THERETOFORE IRREVOCABLY BEEN DEPOSITED IN TRUST AND THEREAFTER
REPAID TO THE ISSUER OR DISCHARGED FROM SUCH TRUST, AS PROVIDED IN SECTION 7.3)
HAVE BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION; OR
(II)
ALL NOTES NOT