INSTRUMENT TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH THE COMPANY OR ANY OF
ITS SUBSIDIARIES IS BOUND;
(6)
THE COMPANY SHALL HAVE DELIVERED TO THE
TRUSTEE AN OFFICERS'
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CERTIFICATE STATING THAT THE DEPOSIT WAS NOT MADE BY THE COMPANY WITH THE INTENT
OF PREFERRING THE HOLDERS OF THE NOTES OVER ANY OTHER CREDITORS OF THE COMPANY
OR WITH THE INTENT OF DEFEATING, HINDERING, DELAYING OR DEFRAUDING ANY OTHER
CREDITORS OF THE COMPANY OR OTHERS;
(7)
THE COMPANY SHALL HAVE DELIVERED TO THE
TRUSTEE AN OFFICERS' CERTIFICATE AND AN OPINION OF COUNSEL, EACH STATING THAT
ALL CONDITIONS PRECEDENT PROVIDED FOR OR RELATING TO THE LEGAL DEFEASANCE OR THE
COVENANT DEFEASANCE HAVE BEEN COMPLIED WITH; AND
(8)
THE COMPANY SHALL HAVE DELIVERED TO THE
TRUSTEE AN OPINION OF COUNSEL, TO THE EFFECT THAT EITHER (I) THE COMPANY HAS
ASSIGNED ALL ITS OWNERSHIP INTEREST IN THE TRUST FUNDS TO THE TRUSTEE OR (II)
THE TRUSTEE HAS A VALID PERFECTED SECURITY INTEREST IN THE TRUST FUNDS.
SECTION 8.02
ACKNOWLEDGMENT OF DISCHARGE BY
TRUSTEE.
SUBJECT TO SECTION 8.05, AFTER (I) THE CONDITIONS OF SECTION 8.01,
HAVE BEEN SATISFIED AND (II) THE COMPANY HAS DELIVERED TO THE TRUSTEE AN OPINION
OF COUNSEL, STATING THAT ALL CONDITIONS PRECEDENT REFERRED TO IN CLAUSE (I)
ABOVE RELATING TO THE SATISFACTION AND DISCHARGE OF THIS INDENTURE HAVE BEEN
COMPLIED WITH, THE TRUSTEE UPON WRITTEN REQUEST OF THE COMPANY SHALL ACKNOWLEDGE
IN WRITING THE DISCHARGE OF THE COMPANY'S OBLIGATIONS UNDER THIS INDENTURE
EXCEPT FOR THOSE SURVIVING OBLIGATIONS SPECIFIED IN THIS ARTICLE EIGHT.
SECTION 8.03
APPLICATION OF TRUST MONEY.
THE
TRUSTEE SHALL HOLD IN TRUST FUNDS DEPOSITED WITH IT PURSUANT TO SECTION 8.01.
IT SHALL APPLY THE FUNDS THROUGH THE PAYING AGENT AND IN ACCORDANCE WITH THIS
INDENTURE TO THE PAYMENT OF ALL THE PRINCIPAL OF, OR PREMIUM, IF ANY, AND
INTEREST ON THE NOTES.
SECTION 8.04
REPAYMENT TO THE COMPANY.
THE
TRUSTEE AND THE PAYING AGENT SHALL PROMPTLY PAY TO THE COMPANY ANY FUNDS HELD BY
THEM FOR THE PAYMENT OF ALL THE PRINCIPAL OF, OR PREMIUM, IF ANY, AND INTEREST
THAT REMAINS UNCLAIMED FOR ONE YEAR; PROVIDED, HOWEVER, THAT THE TRUSTEE OR SUCH
PAYING AGENT MAY, AT THE EXPENSE OF THE COMPANY, CAUSE TO BE PUBLISHED ONCE IN A
NEWSPAPER OF GENERAL CIRCULATION IN THE CITY OF NEW YORK OR MAILED TO EACH
HOLDER, NOTICE THAT SUCH FUNDS REMAIN UNCLAIMED AND THAT, AFTER A DATE SPECIFIED
THEREIN, WHICH SHALL NOT BE LESS THAN 30 DAYS FROM THE DATE OF SUCH PUBLICATION
OR MAILING, ANY UNCLAIMED BALANCE OF SUCH FUNDS THEN REMAINING WILL BE REPAID TO
THE COMPANY.
AFTER PAYMENT TO THE COMPANY, HOLDERS ENTITLED TO THE FUNDS MUST
LOOK TO THE COMPANY FOR PAYMENT AS GENERAL UNSECURED CREDITORS UNLESS AN
APPLICABLE ABANDONED PROPERTY LAW DESIGNATES ANOTHER PERSON AND ALL LIABILITY OF
THE TRUSTEE AND PAYING AGENT WITH RESPECT TO SUCH FUNDS SHALL CEASE.
SECTION 8.05
REINSTATEMENT.
IF THE TRUSTEE OR
PAYING AGENT IS UNABLE TO APPLY ANY FUNDS BY REASON