cause to be furnished Rule
144A Information to such Noteholder or Note Owner or to a prospective purchaser
of a Class A Note designated by such Class A Noteholder or Note Owner, in order
to permit compliance by such Noteholder or Note Owner with Rule 144A in
connection with the resale of such Class A Note.
SECTION 3.21.
PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS.
The perfection representation, warranties and covenants made by the Issuer and
set forth on Schedule A hereto shall be part of this Indenture for all purposes.
ARTICLE IV
SATISFACTION AND DISCHARGE
SECTION 4.1.
SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall cease to be of further effect with respect to the Notes
except as to (a) rights of registration of transfer and exchange, (b)
substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of
Noteholders to receive payments of principal thereof and interest thereon, (d)
Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.15 and 3.16 and, (e) the
rights, obligations and immunities of the Indenture Trustee hereunder (including
the rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.3), and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Collateral securing the Notes and the Notes, when:
(I)
EITHER
(A)
ALL NOTES THERETOFORE AUTHENTICATED AND DELIVERED (OTHER THAN (1)
NOTES THAT HAVE BEEN DESTROYED, LOST OR STOLEN AND THAT HAVE BEEN REPLACED OR
PAID AS PROVIDED IN SECTION 2.6 AND (2) NOTES FOR WHOSE PAYMENT MONEY HAS
THERETOFORE BEEN IRREVOCABLY DEPOSITED IN TRUST OR SEGREGATED AND HELD IN TRUST
BY THE ISSUER AND THEREAFTER REPAID TO THE ISSUER OR DISCHARGED FROM SUCH TRUST,
AS PROVIDED IN SECTION 3.3) HAVE BEEN DELIVERED TO THE INDENTURE TRUSTEE FOR
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CANCELLATION AND THE POLICY HAS EXPIRED AND HAS BEEN RETURNED TO THE INSURER FOR
CANCELLATION; OR
(B)
ALL NOTES NOT THERETOFORE DELIVERED TO THE INDENTURE TRUSTEE FOR
CANCELLATION HAVE BECOME DUE AND PAYABLE AND THE ISSUER HAS IRREVOCABLY
DEPOSITED OR CAUSED TO BE IRREVOCABLY DEPOSITED WITH THE INDENTURE TRUSTEE, IN
TRUST, CASH OR DIRECT OBLIGATIONS OF OR OBLIGATIONS GUARANTEED BY THE UNITED
STATES OF AMERICA (WHICH WILL MATURE PRIOR TO THE DATE NEEDED), IN AN AMOUNT
SUFFICIENT TO PAY AND DISCHARGE THE ENTIRE INDEBTEDNESS ON SUCH NOTES WHEN DUE
ON THE FINAL NOTE PAYMENT DATE OR REDEMPTION DATE (IF NOTES SHALL HAVE BEEN
CALLED FOR REDEMPTION PURSUANT TO SECTION 10.1(A)), AS THE CASE MAY BE;
(II)
THE ISSUER HAS PAID OR CAUSED TO BE PAID ALL OTHER SUMS PAYABLE
BY THE ISSUER HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS;
(III)
THE ISSUER HAS DELIVERED TO THE INDENTURE TRUSTEE AND THE INSURER
AN ISSUER'S CERTIFICATE, AN OPINION OF COUNSEL AND (IF REQUIRED BY THE