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 ISSUER AND THEREAFTER REPAID TO THE ISSUER OR DISCHARGED FROM SUCH
TRUST) HAVE BEEN DELIVERED TO THE TRUSTEE FOR CANCELLATION; OR
(B)
ALL NOTES NOT THERETOFORE DELIVERED TO THE TRUSTEE FOR
CANCELLATION (1) HAVE BECOME DUE AND PAYABLE OR (2) WILL BECOME DUE AND PAYABLE
WITHIN ONE YEAR, OR ARE TO BE CALLED FOR REDEMPTION WITHIN ONE YEAR, UNDER
ARRANGEMENTS REASONABLY SATISFACTORY TO THE TRUSTEE FOR THE GIVING OF NOTICE OF
REDEMPTION BY THE TRUSTEE IN THE NAME, AND AT THE EXPENSE, OF THE ISSUER, AND
THE ISSUER HAS IRREVOCABLY DEPOSITED OR CAUSED TO BE DEPOSITED WITH THE TRUSTEE
FUNDS IN AN AMOUNT SUFFICIENT 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 MATURITY
OR REDEMPTION, AS THE CASE MAY BE, TOGETHER WITH IRREVOCABLE INSTRUCTIONS FROM
THE ISSUER DIRECTING THE TRUSTEE TO APPLY SUCH FUNDS TO THE PAYMENT THEREOF AT
MATURITY OR REDEMPTION, AS THE CASE MAY BE;
(2)
THE ISSUER HAS PAID ALL SUMS PAYABLE BY THEM UNDER THIS INDENTURE,
AND
(3)
THE ISSUER 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 HAVE BEEN
COMPLIED WITH.
In the case of clause (B) of this Section 8.01, and subject to the next sentence
and notwithstanding the foregoing paragraph, the Issuer's obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the
Issuer only), 7.07, 8.05 and 8.06 shall survive
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until the Notes are no longer outstanding pursuant to the last paragraph of
Section 2.08.
After the Notes are no longer outstanding, the Issuer's
obligations in Sections 7.07, 8.05 and 8.06 shall survive.
After such delivery or irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Issuer's obligations under the Notes
and this Indenture except for those surviving obligations specified above.
SECTION 8.02.
LEGAL DEFEASANCE AND
COVENANT DEFEASANCE.
(A)
THE ISSUER MAY, AT ITS OPTION AND AT ANY TIME, ELECT TO HAVE
EITHER PARAGRAPH (B) OR (C) BELOW BE APPLIED TO ALL OUTSTANDING NOTES UPON
COMPLIANCE WITH THE CONDITIONS SET FORTH IN SECTION 8.03.
(B)
UPON THE ISSUER'S EXERCISE UNDER SECTION 8.02(A) HEREOF OF THE
OPTION APPLICABLE TO THIS SECTION 8.02(B), THE ISSUER AND THE SUBSIDIARY
GUARANTORS SHALL, SUBJECT TO THE SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 8.03, BE DEEMED TO HAVE BEEN DISCHARGED FROM THEIR 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 ISSUER AND THE SUBSIDIARY GUARANTORS SHALL BE DEEMED TO HAVE PAID
AND DISCHARGED THE ENTIRE INDEBTEDNESS REPRESENTED