THERETOFORE DELIVERED TO THE TRUSTEE FOR CANCELLATION
(A) HAVE BECOME DUE AND PAYABLE, (B) WILL BECOME DUE AND PAYABLE AT THEIR STATED
MATURITY WITHIN ONE YEAR OR (C) ARE TO BE CALLED FOR REDEMPTION PURSUANT TO
SECTIONS 9.1 OR 9.2 UNDER AN ARRANGEMENT SATISFACTORY TO THE TRUSTEE FOR THE
GIVING OF NOTICE OF REDEMPTION BY THE ISSUER AND THE CO-ISSUER PURSUANT TO
SECTION 9.4 AND THE ISSUER OR THE CO-ISSUER, IN THE CASE OF CLAUSES (A), (B) OR
(C) OF THIS SUBSECTION (II), HAS IRREVOCABLY DEPOSITED OR CAUSED TO BE DEPOSITED
WITH THE TRUSTEE, IN TRUST FOR SUCH PURPOSE, CASH OR NON-CALLABLE DIRECT
OBLIGATIONS OF THE UNITED STATES OF AMERICA; PROVIDED THAT THE OBLIGATIONS ARE
ENTITLED TO THE FULL FAITH AND CREDIT OF THE UNITED STATES OF AMERICA OR ARE
DEBT OBLIGATIONS WHICH ARE RATED "AAA" BY MOODY'S, "AAA" BY FITCH AND "AAA" BY
S&P IN AN AMOUNT SUFFICIENT, AS VERIFIED BY A FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS WHICH ARE NATIONALLY RECOGNIZED, TO PAY AND DISCHARGE THE ENTIRE
INDEBTEDNESS (INCLUDING, IN THE CASE OF A REDEMPTION PURSUANT TO SECTIONS 9.1 OR
9.2, THE REDEMPTION PRICE) ON SUCH NOTES NOT THERETOFORE DELIVERED TO THE
TRUSTEE FOR CANCELLATION, FOR PRINCIPAL AND INTEREST TO THE DATE OF SUCH DEPOSIT
(IN THE CASE OF NOTES WHICH HAVE BECOME DUE AND PAYABLE), OR TO THE STATED
MATURITY OR THE REDEMPTION DATE, AS THE CASE MAY BE (AND IN EACH CASE IN RESPECT
OF THE NOTES, SUBJECT TO THE PRIORITY OF PAYMENTS); PROVIDED, FURTHER, THAT ANY
SUCH DEPOSIT OF FUNDS WITH THE TRUSTEE IN SATISFACTION OF THIS INDENTURE SHALL
BE SUBJECT TO THE RATING AGENCY CONDITION;
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PROVIDED, HOWEVER, THIS SUBSECTION (II) SHALL NOT APPLY IF AN ELECTION TO ACT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.5(A) SHALL HAVE BEEN MADE AND NOT
RESCINDED;
(B)
(I) THE ISSUER HAS PAID OR CAUSED TO BE PAID OR PROVIDED FOR (TO THE
SATISFACTION OF THE PERSON ENTITLED THERETO) ALL OTHER SUMS PAYABLE HEREUNDER
AND UNDER THE COLLATERAL MANAGEMENT AGREEMENT, PREFERRED SHARES PAYING AGENCY
AGREEMENT, THE COMPANY ADMINISTRATION AGREEMENT, THE INSURANCE POLICY AND THE
INSURANCE AGREEMENT AND (II) ALL HEDGE AGREEMENTS THEN IN EFFECT HAVE BEEN
TERMINATED AND ISSUER HAS PAID ALL AMOUNTS, INCLUDING PAYMENTS DUE AND PAYABLE
IN CONNECTION WITH SUCH TERMINATION AND HAS PAID ALL OTHER OUTSTANDING AMOUNTS,
INCLUDING ANY OUTSTANDING PAYMENTS DUE AND PAYABLE FOR ANY PREVIOUSLY TERMINATED
HEDGE AGREEMENT.
(C)
EACH OF THE ISSUER AND THE CO-ISSUER HAS DELIVERED TO THE TRUSTEE AN
OFFICER'S CERTIFICATE AND AN OPINION OF COUNSEL, EACH STATING THAT ALL
CONDITIONS PRECEDENT HEREIN PROVIDED FOR RELATING TO THE SATISFACTION AND
DISCHARGE OF THIS INDENTURE HAVE BEEN COMPLIED WITH.
Notwithstanding the satisfaction and discharge of this Indenture, the rights and
obligations of the Issuer, the Co-Issuer, the Trustee, and, if applicable, the
Noteholders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18,
6.7, 7.3 and 14.12 hereof shall survive.
SECTION 4.2
APPLICATION OF TRUST MONEY.
All Monies deposited with the Trustee pursuant to Section 4.1 shall be