THE NAME OF ANY PERSON OTHER THAN THE ISSUER OR THE TRUSTEE.
THE ISSUER HAS NOT
CONSENTED TO THE BANK MAINTAINING THE DEPOSIT ACCOUNTS TO COMPLY WITH THE
INSTRUCTIONS OF ANY PERSON OTHER THAN THE TRUSTEE; AND
(XIII)
THE ISSUER HAS ESTABLISHED PROCEDURES SUCH THAT ANY ELIGIBLE
INVESTMENTS PURCHASED WITH FUNDS WITHDRAWN FROM THE DEPOSIT ACCOUNTS WILL BE
EITHER (I) CREDITED TO A SECURITIES ACCOUNT OVER WHICH THE TRUSTEE WILL HAVE A
FIRST PRIORITY PERFECTED SECURITY INTEREST, (II) PURCHASED IN THE NAME OF THE
TRUSTEE, OR (III) HELD IN ANOTHER MANNER SUFFICIENT TO ESTABLISH THE TRUSTEE'S
FIRST PRIORITY PERFECTED SECURITY INTEREST OVER SUCH ELIGIBLE INVESTMENTS.
(F)
THE TRUSTEE SHALL ONLY INVEST IN ELIGIBLE INVESTMENTS WHICH THE
APPLICABLE CUSTODIAL SECURITIES INTERMEDIARY AGREES TO CREDIT TO THE APPLICABLE
ACCOUNT.
TO THE EXTENT ANY ELIGIBLE INVESTMENT SHALL NOT BE DELIVERED TO THE
TRUSTEE BY CAUSING THE CUSTODIAL SECURITIES INTERMEDIARY TO CREATE A SECURITY
ENTITLEMENT IN THE SECURITIES ACCOUNT IN FAVOR OF THE TRUSTEE, THE ISSUER SHALL
DELIVER AN OPINION OF COUNSEL TO THE TRUSTEE TO THE EFFECT THAT ANY OTHER
DELIVERY WILL EFFECT A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE TRUSTEE
IN SUCH ELIGIBLE INSTRUMENT.
ARTICLE 4
SATISFACTION AND DISCHARGE
SECTION 4.1
SATISFACTION AND DISCHARGE OF INDENTURE.
This Indenture shall be discharged and shall cease to be of further effect with
respect to the Assets securing the Notes and the Issuer's obligations under each
Hedge Agreement except as to (i) rights of registration of transfer and
exchange, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Notes, (iii) rights of Noteholders to receive payments of principal thereof and
interest thereon as provided herein, (iv) the rights, obligations and immunities
of the Trustee on their behalf hereunder, (v) the rights of Noteholders as
beneficiaries hereof with respect to the property deposited with the Trustee on
their behalf and payable to all or any of them; and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when:
(A)
EITHER:
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(I)
ALL NOTES THERETOFORE AUTHENTICATED AND DELIVERED (OTHER THAN
(A) NOTES WHICH HAVE BEEN MUTILATED, DEFACED, DESTROYED, LOST OR STOLEN AND
WHICH HAVE BEEN REPLACED OR PAID AS PROVIDED IN SECTION 2.6 AND (B) NOTES FOR
WHOSE PAYMENT MONEY HAS THERETOFORE IRREVOCABLY BEEN DEPOSITED IN TRUST AND
THEREAFTER REPAID TO THE ISSUER OR DISCHARGED FROM SUCH TRUST, AS PROVIDED IN
SECTION 7.3) HAVE BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION; OR
(II)
ALL NOTES NOT THERETOFORE DELIVERED TO THE TRUSTEE FOR
CANCELLATION (A) HAVE BECOME DUE AND PAYABLE, OR (B) WILL BECOME DUE AND PAYABLE
AT THEIR STATED MATURITY WITHIN ONE YEAR, OR (C) ARE TO BE CALLED FOR REDEMPTION
PURSUANT TO SECTION 9.1 OR SECTION 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