SATISFIES THE REQUIREMENTS OF TIA SECTION 310(A)(1).
THE TRUSTEE
SHALL HAVE A COMBINED CAPITAL AND SURPLUS OF AT LEAST $25 MILLION AS SET FORTH
IN ITS MOST RECENT PUBLISHED ANNUAL REPORT OF CONDITION THAT IS SUBJECT TO THE
REQUIREMENTS OF APPLICABLE FEDERAL OR STATE SUPERVISING OR EXAMINING AUTHORITY.
IF AT ANY TIME THE TRUSTEE SHALL CEASE TO BE ELIGIBLE IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION 7.10, THE TRUSTEE SHALL RESIGN IMMEDIATELY IN THE
MANNER AND WITH THE EFFECT SPECIFIED IN THIS ARTICLE.
SECTION 7.11.
MONEY HELD IN TRUST.
THE TRUSTEE SHALL NOT BE LIABLE
FOR INTEREST ON ANY MONEY RECEIVED BY IT EXCEPT AS THE TRUSTEE MAY AGREE WITH
THE COMPANY.
MONEY HELD IN TRUST BY THE TRUSTEE NEED NOT BE SEGREGATED FROM
OTHER FUNDS EXCEPT TO THE EXTENT REQUIRED BY LAW AND EXCEPT FOR MONEY HELD IN
TRUST UNDER ARTICLE EIGHT OF THIS INDENTURE.
ARTICLE EIGHT
DISCHARGE OF INDENTURE
SECTION 8.01.
TERMINATION OF COMPANY'S OBLIGATIONS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION 8.01, THE COMPANY MAY TERMINATE ITS
OBLIGATIONS UNDER THE NOTES AND THIS INDENTURE IF:
(I)
ALL NOTES PREVIOUSLY AUTHENTICATED AND DELIVERED (OTHER THAN
DESTROYED, LOST OR STOLEN NOTES THAT HAVE BEEN REPLACED OR NOTES THAT ARE PAID
PURSUANT TO SECTION 4.01 OR NOTES FOR WHOSE PAYMENT MONEY OR SECURITIES HAVE
THERETOFORE BEEN HELD IN TRUST AND THEREAFTER REPAID TO THE COMPANY, AS PROVIDED
IN SECTION 8.05) HAVE BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION AND THE
COMPANY HAS PAID ALL SUMS PAYABLE BY IT HEREUNDER; OR
(II)
(A) THE NOTES MATURE WITHIN ONE YEAR OR ALL OF THEM ARE TO BE
CALLED FOR REDEMPTION WITHIN ONE YEAR UNDER ARRANGEMENTS SATISFACTORY TO THE
TRUSTEE FOR GIVING THE NOTICE OF REDEMPTION, (B) THE COMPANY IRREVOCABLY
DEPOSITS IN TRUST WITH THE TRUSTEE DURING SUCH ONE-YEAR PERIOD, UNDER THE TERMS
OF AN IRREVOCABLE TRUST AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE
TRUSTEE, AS TRUST FUNDS SOLELY FOR THE BENEFIT OF THE HOLDERS FOR THAT PURPOSE,
MONEY OR U.S. GOVERNMENT OBLIGATIONS SUFFICIENT (IN THE
48
OPINION OF A NATIONALLY RECOGNIZED FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS
EXPRESSED IN A WRITTEN CERTIFICATION THEREOF DELIVERED TO THE TRUSTEE), WITHOUT
CONSIDERATION OF ANY REINVESTMENT OF ANY INTEREST THEREON, TO PAY PRINCIPAL,
PREMIUM, IF, ANY, AND INTEREST ON THE NOTES TO MATURITY OR REDEMPTION, AS THE
CASE MAY BE, AND TO PAY ALL OTHER SUMS PAYABLE BY IT HEREUNDER, (C) NO DEFAULT
OR EVENT OF DEFAULT WITH RESPECT TO THE NOTES SHALL HAVE OCCURRED AND BE
CONTINUING ON THE DATE OF SUCH DEPOSIT, (D) SUCH DEPOSIT WILL NOT RESULT IN A
BREACH OR VIOLATION OF, OR CONSTITUTE A DEFAULT UNDER, THIS INDENTURE OR ANY
OTHER AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS
BOUND AND (E) THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OFFICERS' CERTIFICATE
AND AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE TRUSTEE, IN EACH CASE
STATING THAT ALL CONDITIONS PRECEDENT PROVIDED FOR HEREIN RELATING TO THE
SATISFACTION AND DISCHARGE OF THIS INDENTURE