INDENTURE
TRUSTEE) AN INDEPENDENT CERTIFICATE FROM A FIRM OF CERTIFIED PUBLIC ACCOUNTANTS,
EACH MEETING THE APPLICABLE REQUIREMENTS OF SECTION 11.1(A) AND, SUBJECT TO
SECTION 11.2, EACH STATING THAT ALL CONDITIONS PRECEDENT PROVIDED FOR IN THIS
INDENTURE RELATING TO THE SATISFACTION AND DISCHARGE OF THIS INDENTURE HAVE BEEN
COMPLIED WITH; AND
(IV)
THE ISSUER HAS DELIVERED TO THE INDENTURE TRUSTEE AN OPINION OF
COUNSEL TO THE EFFECT THAT THE SATISFACTION AND DISCHARGE OF THIS INDENTURE
PURSUANT TO THIS SECTION 4.1 WILL NOT CAUSE ANY NOTEHOLDER TO BE TREATED AS
HAVING SOLD OR EXCHANGED ANY OF ITS NOTES FOR PURPOSES OF SECTION 1001 OF THE
CODE.
SECTION 4.2.
SATISFACTION, DISCHARGE AND DEFEASANCE OF THE NOTES.
(A)
UPON SATISFACTION OF THE CONDITIONS SET FORTH IN SUBSECTION (B)
BELOW, THE ISSUER SHALL BE DEEMED TO HAVE PAID AND DISCHARGED THE ENTIRE
INDEBTEDNESS ON ALL THE NOTES OUTSTANDING, AND THE PROVISIONS OF THIS INDENTURE,
AS IT RELATES TO SUCH NOTES, SHALL NO LONGER BE IN EFFECT (AND THE INDENTURE
TRUSTEE, AT THE EXPENSE OF THE ISSUER, SHALL EXECUTE PROPER INSTRUMENTS
ACKNOWLEDGING THE SAME), EXCEPT AS TO:
(I)
THE RIGHTS OF THE NOTEHOLDERS TO RECEIVE, FROM THE TRUST FUNDS
DESCRIBED IN SUBSECTION (B)(I) HEREOF, PAYMENT OF THE PRINCIPAL OF AND INTEREST
ON THE NOTES OUTSTANDING AT MATURITY OF SUCH PRINCIPAL OR INTEREST;
(II)
THE OBLIGATIONS OF THE ISSUER WITH RESPECT TO THE NOTES UNDER
SECTIONS 2.5, 2.6, 3.2 AND 3.3;
(III)
THE OBLIGATIONS OF THE ISSUER TO THE INDENTURE TRUSTEE UNDER
SECTION 6.7; AND
(IV)
THE RIGHTS, POWERS, TRUSTS AND IMMUNITIES OF THE INDENTURE TRUSTEE
HEREUNDER AND THE DUTIES OF THE INDENTURE TRUSTEE HEREUNDER.
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(B)
THE SATISFACTION, DISCHARGE AND DEFEASANCE OF THE NOTES PURSUANT
TO SUBSECTION (A) OF THIS SECTION 4.2 IS SUBJECT TO THE SATISFACTION OF ALL OF
THE FOLLOWING CONDITIONS:
(I)
THE ISSUER HAS DEPOSITED OR CAUSED TO BE DEPOSITED IRREVOCABLY
(EXCEPT AS PROVIDED IN SECTION 4.4) WITH THE INDENTURE TRUSTEE AS TRUST FUNDS IN
TRUST, SPECIFICALLY PLEDGED AS SECURITY FOR, AND DEDICATED SOLELY TO, THE
BENEFIT OF THE NOTEHOLDERS, WHICH, THROUGH THE PAYMENT OF INTEREST AND PRINCIPAL
IN RESPECT THEREOF IN ACCORDANCE WITH THEIR TERMS WILL PROVIDE, NOT LATER THAN
ONE DAY PRIOR TO THE DUE DATE OF ANY PAYMENT REFERRED TO BELOW, MONEY IN AN
AMOUNT SUFFICIENT, IN THE OPINION OF A NATIONALLY RECOGNIZED FIRM OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS EXPRESSED IN A WRITTEN CERTIFICATION THEREOF
DELIVERED TO THE INDENTURE TRUSTEE, TO PAY AND DISCHARGE THE ENTIRE INDEBTEDNESS
ON THE NOTES OUTSTANDING, FOR PRINCIPAL THEREOF AND INTEREST THEREON TO THE DATE
OF SUCH DEPOSIT (IN THE CASE OF NOTES THAT HAVE BECOME DUE AND PAYABLE) OR TO
THE MATURITY OF SUCH PRINCIPAL AND INTEREST, AS THE CASE MAY BE;
(II)
SUCH DEPOSIT WILL NOT RESULT IN A BREACH OR VIOLATION OF, OR
CONSTITUTE AN EVENT OF DEFAULT UNDER, ANY TRANSACTION DOCUMENT OR OTHER
AGREEMENT OR INSTRUMENT TO WHICH THE ISSUER IS BOUND;
(III)
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING ON THE DATE OF
SUCH DEPOSIT OR ON