THE EXTENT INDICATED
66
THEREIN.
THE PROVISIONS OF TIA § 311 SHALL APPLY TO THE COMPANY AND ANY OTHER
OBLIGOR OF THE NOTES.
ARTICLE VIII
DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01
TERMINATION OF THE COMPANY'S
OBLIGATIONS.
THIS INDENTURE WILL BE DISCHARGED AND WILL CEASE TO BE OF FURTHER
EFFECT AND THE OBLIGATIONS OF THE COMPANY AND THE GUARANTORS UNDER THE NOTES AND
THE GUARANTEES AND THIS INDENTURE SHALL TERMINATE (EXCEPT THAT THE OBLIGATIONS
UNDER SECTIONS 2.03 THROUGH 2.07, 7.01, 7.02, 7.07 AND 7.08 AND THE RIGHTS,
POWERS, TRUSTS, DUTIES AND IMMUNITIES OF THE TRUSTEE HEREUNDER SHALL SURVIVE THE
EFFECT OF THIS ARTICLE EIGHT) WHEN (A) EITHER (I) ALL EXISTING NOTES THERETOFORE
AUTHENTICATED AND DELIVERED (EXCEPT LOST, STOLEN OR DESTROYED NOTES WHICH HAVE
BEEN REPLACED OR PAID AND NOTES FOR WHOSE PAYMENT MONEY HAS THERETOFORE BEEN
DEPOSITED IN TRUST OR SEGREGATED AND HELD IN TRUST BY THE COMPANY AND THEREAFTER
REPAID TO THE COMPANY OR DISCHARGED FROM SUCH TRUST) HAVE BEEN DELIVERED TO THE
TRUSTEE FOR CANCELLATION OR (II) ALL NOTES NOT THERETOFORE DELIVERED TO THE
TRUSTEE FOR CANCELLATION HAVE BECOME DUE AND PAYABLE OR WILL BECOME DUE AND
PAYABLE WITHIN ONE YEAR (INCLUDING BY WAY OF IRREVOCABLE INSTRUCTIONS DELIVERED
BY THE COMPANY TO THE TRUSTEE TO EFFECT THE REDEMPTION OF THE NOTES), AND THE
COMPANY HAS IRREVOCABLY DEPOSITED OR CAUSED TO BE DEPOSITED WITH THE TRUSTEE AS
TRUST FUNDS IN TRUST SOLELY FOR THE BENEFIT OF THE HOLDERS OF SUCH NOTES, CASH
IN U.S. DOLLARS, U.S. GOVERNMENT OBLIGATIONS OR A COMBINATION THEREOF, IN
AMOUNTS AS WILL BE SUFFICIENT WITHOUT CONSIDERATION OF ANY REINVESTMENT OF
INTEREST TO PAY AND DISCHARGE THE ENTIRE INDEBTEDNESS ON THE NOTES NOT
THERETOFORE DELIVERED TO THE TRUSTEE FOR CANCELLATION, FOR PRINCIPAL OF,
PREMIUM, IF ANY, AND INTEREST ON THE NOTES TO THE DATE OF DEPOSIT TOGETHER WITH
IRREVOCABLE INSTRUCTIONS FROM THE COMPANY DIRECTING THE TRUSTEE TO APPLY SUCH
FUNDS TO THE PAYMENT THEREOF AT MATURITY OR REDEMPTION, AS THE CASE MAY BE; (B)
THE COMPANY HAS PAID ALL OTHER SUMS PAYABLE UNDER THIS INDENTURE BY THE COMPANY
WITH RESPECT TO THE NOTES; AND (C) THE COMPANY HAS DELIVERED TO THE TRUSTEE AN
OFFICERS' CERTIFICATE AND AN OPINION OF COUNSEL STATING THAT ALL CONDITIONS
PRECEDENT UNDER THIS INDENTURE RELATING TO THE SATISFACTION AND DISCHARGE OF
THIS INDENTURE WITH RESPECT TO THE NOTES HAVE BEEN COMPLIED WITH.
ALL FUNDS
THAT REMAIN UNCLAIMED FOR ONE YEAR WILL BE PAID TO THE COMPANY AND THEREAFTER
HOLDERS MUST LOOK TO THE COMPANY FOR PAYMENT AS GENERAL CREDITORS.
In addition, at the Company's option, either (a) the Company shall be deemed to
have been Discharged from any and all obligations with respect to the Notes and
the Guarantees ("Legal Defeasance") after the applicable conditions set forth
below have been satisfied (except for the obligations of the Company under
Sections 2.03, 2.04, 2.06, 2.07, 7.01, 7.02, 7.07 and this Section 8.01) or (b)
the Company and its Restricted Subsidiaries shall cease to be under any
obligation to comply with any term, provision