(OR SHALL BE A MEMBER OF A BANK HOLDING COMPANY SYSTEM WHOSE PARENT CORPORATION
HAS) A COMBINED CAPITAL AND SURPLUS OF AT LEAST $50,000,000 AS SET FORTH IN ITS
MOST RECENTLY PUBLISHED ANNUAL REPORT OF CONDITION, WHICH WILL BE DEEMED FOR
THIS PARAGRAPH TO BE ITS COMBINED CAPITAL AND SURPLUS.
THE TRUSTEE WILL COMPLY
WITH TIA § 310(B).
SECTION 7.11.
PREFERENTIAL COLLECTION OF CLAIMS.
THE TRUSTEE SHALL COMPLY WITH
TIA § 311(A), EXCLUDING ANY CREDITOR RELATIONSHIP LISTED IN TIA § 311(B).
A
TRUSTEE WHO HAS RESIGNED OR BEEN REMOVED SHALL BE SUBJECT TO TIA § 311(A) TO THE
EXTENT INDICATED THEREIN.
57
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.01.
OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.
THE
COMPANY MAY, AT THE OPTION OF ITS BOARD OF DIRECTORS EVIDENCED BY A BOARD
RESOLUTION SET FORTH IN AN OFFICERS' CERTIFICATE, AT ANY TIME, ELECT TO HAVE
EITHER SECTION 8.02 OR 8.03 HEREOF BE APPLIED TO ALL OUTSTANDING NOTES UPON
COMPLIANCE WITH THE CONDITIONS SET FORTH BELOW IN THIS ARTICLE 8.
SECTION 8.02.
LEGAL DEFEASANCE AND DISCHARGE.
UPON THE COMPANY'S EXERCISE
UNDER SECTION 8.01 HEREOF OF THE OPTION APPLICABLE TO THIS SECTION 8.02, THE
COMPANY SHALL, SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 8.04 HEREOF, BE DEEMED TO HAVE BEEN DISCHARGED FROM ITS OBLIGATIONS WITH
RESPECT TO ALL OUTSTANDING NOTES ON THE DATE THE CONDITIONS SET FORTH BELOW ARE
SATISFIED (HEREINAFTER, "LEGAL DEFEASANCE").
FOR THIS PURPOSE, LEGAL DEFEASANCE
MEANS THAT THE COMPANY SHALL BE DEEMED TO HAVE PAID AND DISCHARGED THE ENTIRE
INDEBTEDNESS REPRESENTED BY THE OUTSTANDING NOTES, WHICH SHALL THEREAFTER BE
DEEMED TO BE "OUTSTANDING" ONLY FOR THE PURPOSES OF SECTION 8.05 HEREOF AND THE
OTHER SECTIONS OF THIS INDENTURE REFERRED TO IN (A) AND (B) BELOW, AND TO HAVE
SATISFIED ALL ITS OTHER OBLIGATIONS UNDER SUCH NOTES AND THIS INDENTURE (AND THE
TRUSTEE, ON WRITTEN DEMAND OF AND AT THE EXPENSE OF THE COMPANY, SHALL EXECUTE
PROPER INSTRUMENTS ACKNOWLEDGING THE SAME), EXCEPT FOR THE FOLLOWING PROVISIONS
WHICH SHALL SURVIVE UNTIL OTHERWISE TERMINATED OR DISCHARGED HEREUNDER:
(A) THE
RIGHTS OF HOLDERS OF OUTSTANDING NOTES TO RECEIVE SOLELY FROM THE TRUST FUND
DESCRIBED IN SECTION 8.04 HEREOF, AND AS MORE FULLY SET FORTH IN SUCH SECTION,
PAYMENTS IN RESPECT OF THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON SUCH
NOTES WHEN SUCH PAYMENTS ARE DUE, (B) THE COMPANY'S OBLIGATIONS WITH RESPECT TO
SUCH NOTES UNDER ARTICLE 2 AND SECTION 4.02 HEREOF, (C) THE RIGHTS, POWERS,
TRUSTS, DUTIES AND IMMUNITIES OF THE TRUSTEE HEREUNDER AND THE COMPANY'S
OBLIGATIONS IN CONNECTION THEREWITH AND (D) THIS ARTICLE 8.
SUBJECT TO
COMPLIANCE WITH THIS ARTICLE 8, THE COMPANY MAY EXERCISE ITS OPTION UNDER THIS
SECTION 8.02 NOTWITHSTANDING THE PRIOR EXERCISE OF ITS OPTION UNDER SECTION 8.03
HEREOF.
SECTION 8.03.
COVENANT DEFEASANCE.
UPON THE COMPANY'S EXERCISE UNDER SECTION
8.01 HEREOF OF THE OPTION APPLICABLE TO THIS SECTION 8.03, THE COMPANY SHALL,
SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 8.04 HEREOF,
BE RELEASED FROM ITS OBLIGATIONS