Nothing herein shall prevent the Trustee from filing with
the SEC the application referred to in the penultimate paragraph of TIA
Section 310(b).
SECTION 8.11
PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).
A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
ARTICLE 9
SATISFACTION AND DISCHARGE OF INDENTURE
SECTION 9.01
SATISFACTION AND DISCHARGE OF INDENTURE.
(A)
THIS INDENTURE SHALL CEASE TO BE OF FURTHER
FORCE AND EFFECT (EXCEPT AS TO ANY SURVIVING RIGHTS OF CONVERSION, REGISTRATION
OF TRANSFER OR EXCHANGE OF SECURITIES HEREIN EXPRESSLY PROVIDED FOR AND EXCEPT
AS FURTHER PROVIDED BELOW), AND THE TRUSTEE, ON DEMAND OF AND AT THE EXPENSE OF
THE COMPANY, SHALL EXECUTE PROPER INSTRUMENTS ACKNOWLEDGING SATISFACTION AND
DISCHARGE OF THIS INDENTURE, WHEN EITHER:
(A)
ALL SECURITIES THERETOFORE AUTHENTICATED AND
DELIVERED (OTHER THAN (I) SECURITIES WHICH HAVE BEEN DESTROYED, LOST OR STOLEN
AND WHICH HAVE BEEN REPLACED OR PAID AS PROVIDED IN SECTION 2.07 AND
(II) SECURITIES FOR WHOSE PAYMENT MONEY HAS THERETOFORE BEEN DEPOSITED IN TRUST
AND THEREAFTER REPAID TO THE COMPANY AS PROVIDED IN SECTION 9.03) HAVE BEEN
DELIVERED TO THE TRUSTEE FOR CANCELLATION; OR
(B)
ALL SUCH SECURITIES NOT THERETOFORE DELIVERED
TO THE TRUSTEE FOR CANCELLATION HAVE BECOME DUE AND PAYABLE,
provided, that
(1)
THE COMPANY HAS DEPOSITED WITH THE TRUSTEE
OR A PAYING AGENT (OTHER THAN THE COMPANY OR ANY OF ITS AFFILIATES) IMMEDIATELY
AVAILABLE FUNDS IN TRUST FOR THE PURPOSE OF AND IN AN AMOUNT SUFFICIENT TO PAY
AND DISCHARGE ALL INDEBTEDNESS RELATED TO SUCH SECURITIES NOT THERETOFORE
DELIVERED TO THE TRUSTEE FOR CANCELLATION, FOR PRINCIPAL AND INTEREST TO THE
DATE OF SUCH DEPOSIT;
(2)
THE COMPANY HAS PAID OR CAUSED TO BE PAID
ALL OTHER SUMS PAYABLE HEREUNDER BY THE COMPANY; AND
(3)
THE COMPANY HAS DELIVERED TO THE TRUSTEE AN
OFFICERS' CERTIFICATE AND AN OPINION OF COUNSEL, EACH STATING THAT ALL
CONDITIONS PRECEDENT HEREIN RELATING TO THE SATISFACTION AND DISCHARGE OF THIS
INDENTURE HAVE BEEN COMPLIED WITH.
(B)
NOTWITHSTANDING THE SATISFACTION AND
DISCHARGE OF THIS INDENTURE, THE OBLIGATIONS OF THE COMPANY WITH RESPECT TO THE
CONVERSION PRIVILEGE AND THE CONVERSION RATE OF THE SECURITIES PURSUANT TO
ARTICLE 4, THE OBLIGATIONS OF THE COMPANY TO THE TRUSTEE UNDER SECTION 8.07 AND,
IF MONEY SHALL HAVE BEEN DEPOSITED WITH THE TRUSTEE PURSUANT TO CLAUSE (2) OF
SECTION 9.01(A), THE PROVISIONS OF SECTIONS 2.03, 2.04, 2.05, 2.06, 2.07, 2.12,
5.01 AND 12.05, ARTICLE 4, AND THIS ARTICLE 9, SHALL SURVIVE UNTIL THE
SECURITIES HAVE BEEN PAID IN FULL.
54
SECTION 9.02
APPLICATION OF TRUST MONEY.
SUBJECT TO THE PROVISIONS OF
SECTION 9.03, THE TRUSTEE OR A PAYING AGENT SHALL HOLD IN TRUST, FOR THE BENEFIT
OF THE HOLDERS, ALL MONEY DEPOSITED WITH IT PURSUANT TO SECTION 9.01 AND SHALL
APPLY THE DEPOSITED MONEY IN ACCORDANCE WITH THIS INDENTURE AND THE SECURITIES
TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SECURITIES.
SECTION