TO
DELIVER SUCH NOTICE OF REDEMPTION UPON THE RECEIPT OF SUCH DEPOSIT.
FOLLOWING
THE RECEIPT OF SUCH DEPOSIT, THE TRUSTEE SHALL TRANSMIT TO THE HOLDERS OF THE
SECURITIES THE INFORMATION SET FORTH IN THE NOTICE OF REDEMPTION AS PROVIDED IN
THE INDENTURE.
SECTION 4.
IRREVOCABLE DEPOSIT.
THE DEPOSIT BY THE ISSUERS OF MONEYS IN THE
REDEMPTION ACCOUNT UNDER THIS AGREEMENT CONSTITUTES AN IRREVOCABLE DEPOSIT
THEREOF IN TRUST SOLELY FOR THE PURPOSE OF MAKING THE PAYMENTS DESCRIBED IN
SECTION 5 HEREOF.
SECTION 5.
APPLICATION OF TRUST FUNDS.
(A) THE TRUSTEE AGREES TO APPLY THE
MONEYS DEPOSITED IN THE REDEMPTION ACCOUNT, AND INVESTMENT PROCEEDS THEREOF
REPRESENTING PRINCIPAL, IN ACCORDANCE WITH THE PROVISIONS HEREOF, TO THE PAYMENT
OF PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON THE SECURITIES ON THE
REDEMPTION DATE.
ANY SUMS HELD HEREUNDER AS TO WHICH INVESTMENTS ARE NOT HEREIN
OTHERWISE SPECIFIED OR DIRECTED SHALL BE HELD UNINVESTED AS PART OF THE
REDEMPTION ACCOUNT.
(b)
It is expressly understood and agreed that
the Redemption Account shall be held solely for the benefit of the Holders of
the Securities until all sums owing to the Holders of Securities under the
Indenture have been paid in full.
(c)
The principal of and interest on the
Securities are payable in the amounts and at the times shown on Schedule I.
(d)
The Redemption Amount deposited into the
Redemption Account is sufficient, without any investment thereof, to pay when
due the principal of, plus premium, if any, and accrued interest on the
Securities and to effect the redemption described in the Notice of Redemption.
SECTION 6.
RIGHTS AND LIMITATIONS OF LIABILITY.
(A) THE LIABILITY OF THE
TRUSTEE FOR THE PAYMENT OF THE PRINCIPAL OF, PLUS PREMIUM, IF ANY, AND INTEREST
ON THE SECURITIES PURSUANT TO THIS AGREEMENT SHALL BE LIMITED SOLELY TO THE
APPLICATION OF THE MONEYS DEPOSITED PURSUANT HERETO, AND INVESTMENT PROCEEDS
THEREOF REPRESENTING PRINCIPAL, FOR SUCH PURPOSES IN THE REDEMPTION ACCOUNT.
NO
PROVISION OF THIS AGREEMENT SHALL REQUIRE THE TRUSTEE TO EXPEND OR RISK ITS OWN
FUNDS, OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE PERFORMANCE OF ANY OF
ITS DUTIES HEREUNDER, IF THERE IS REASONABLE GROUND FOR BELIEVING THAT THE
REPAYMENT OF SUCH FUNDS OR LIABILITY IS NOT REASONABLY ASSURED TO IT UNDER THE
TERMS OF THIS AGREEMENT OR ADEQUATE INDEMNITY AGAINST SUCH RISK IS NOT
REASONABLY ASSURED TO IT.
(b)
The parties acknowledge and agree that the
Trustee is entering into this Agreement in its capacity as trustee under the
Indenture.
As such, the Trustee shall be entitled, in performing any of its
duties under this Agreement, to all rights, privileges,
2
protections, immunities and limitations of liability provided the Trustee under
the Indenture, which rights privileges, protections, immunities and limitations
are specifically incorporated herein by this reference thereto, and nothing
herein shall constitute a waiver of any rights or protections available to the
Trustee under the Indenture.
Without in any way limiting the generality of the
preceding sentence, the Trustee will be entitled to the rights set