ANY) AND INTEREST TO THE DATE OF
SUCH DEPOSIT (IN THE CASE OF NOTES THAT HAVE BECOME DUE AND PAYABLE), OR TO THE
STATED MATURITY OR REDEMPTION DATE, AS THE CASE MAY BE (PROVIDED THAT IF SUCH
REDEMPTION SHALL BE PURSUANT TO SECTION 1001(C), (X) THE AMOUNT OF MONEY OR U.S.
GOVERNMENT OBLIGATIONS, OR A COMBINATION THEREOF, THAT THE COMPANY MUST
IRREVOCABLY DEPOSIT OR CAUSE TO BE DEPOSITED SHALL BE DETERMINED USING AN
ASSUMED APPLICABLE PREMIUM CALCULATED AS OF THE DATE OF SUCH DEPOSIT AND
ASSUMING THE PAYMENT OF ANY UNPAID INTEREST IN THE FORM OF CASH INTEREST, AS
CALCULATED BY THE COMPANY, AND (Y) THE COMPANY MUST IRREVOCABLY DEPOSIT OR CAUSE
TO BE DEPOSITED ADDITIONAL MONEY IN
H-113
TRUST ON THE REDEMPTION DATE, AS REQUIRED BY SECTION 1006, AS NECESSARY TO PAY
THE APPLICABLE PREMIUM AS DETERMINED ON SUCH DATE);
(III)
THE COMPANY HAS PAID OR CAUSED TO BE PAID ALL OTHER SUMS THEN
PAYABLE HEREUNDER BY THE COMPANY; AND
(IV)
THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OFFICER'S CERTIFICATE
OF THE COMPANY AND AN OPINION OF COUNSEL EACH TO THE EFFECT THAT ALL CONDITIONS
PRECEDENT PROVIDED FOR IN THIS SECTION 1101 RELATING TO THE SATISFACTION AND
DISCHARGE OF THIS INDENTURE HAVE BEEN COMPLIED WITH, PROVIDED THAT ANY SUCH
COUNSEL MAY RELY ON ANY OFFICER'S CERTIFICATE AS TO MATTERS OF FACT (INCLUDING
AS TO COMPLIANCE WITH THE FOREGOING CLAUSES (I), (II) AND (III)).
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 707 and, if money shall
have been deposited with the Trustee pursuant to Section 1101(ii), the
obligations of the Trustee under Section 1102 shall survive.
SECTION 1102
APPLICATION OF TRUST MONEY.
SUBJECT TO THE PROVISIONS OF
THE LAST PARAGRAPH OF SECTION 403, ALL MONEY AND/OR U.S. GOVERNMENT OBLIGATIONS
(INCLUDING THE PROCEEDS THEREOF) DEPOSITED WITH THE TRUSTEE PURSUANT TO
SECTION 1101 SHALL BE HELD IN TRUST AND APPLIED BY IT, IN ACCORDANCE WITH THE
PROVISIONS OF THE NOTES AND THIS INDENTURE, TO THE PAYMENT, EITHER DIRECTLY OR
THROUGH ANY PAYING AGENT AS THE TRUSTEE MAY DETERMINE, TO THE PERSONS ENTITLED
THERETO, OF THE PRINCIPAL (AND PREMIUM, IF ANY) AND INTEREST ON THE NOTES; BUT
SUCH MONEY NEED NOT BE SEGREGATED FROM OTHER FUNDS EXCEPT TO THE EXTENT REQUIRED
BY LAW.
ARTICLE XII
DEFEASANCE OR COVENANT DEFEASANCE
SECTION 1201
THE COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.
THE COMPANY MAY, AT ITS OPTION, AT ANY TIME, ELECT TO HAVE
TERMINATED THE OBLIGATIONS OF THE COMPANY WITH RESPECT TO OUTSTANDING NOTES AND
TO HAVE TERMINATED ALL OF THE OBLIGATIONS OF THE SUBSIDIARY GUARANTORS WITH
RESPECT TO THE SUBSIDIARY GUARANTEES, IN EACH CASE, AS SET FORTH IN THIS
ARTICLE XII, AND ELECT TO HAVE EITHER SECTION 1202 OR SECTION 1203 BE APPLIED TO
ALL OF THE OUTSTANDING NOTES (THE "DEFEASED NOTES"), UPON COMPLIANCE WITH THE
CONDITIONS SET FORTH BELOW IN SECTION 1204.
EITHER SECTION 1202 OR SECTION 1203
MAY BE APPLIED TO THE DEFEASED NOTES TO ANY REDEMPTION DATE