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Section 12.10. Successors.

      All agreements of the Issuers and the Guarantor in this Indenture, the
Notes and the Guarantee, as the case may be, shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its

Section 12.11. Severability.

      In case any provision in this Indenture, the Notes or the Guarantee, as
the case may be, shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

Section 12.12. Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same

Section 12.13. Table of Contents, Headings, etc.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions.

                                   ARTICLE 13
                           SATISFACTION AND DISCHARGE

Section 13.01. Satisfaction and Discharge of Indenture.

      This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Notes herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Issuers, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

      (1) either

                  (A) all Notes theretofore authenticated and delivered (other
            than (i) Notes which have been destroyed, lost or stolen and which
            have been replaced or paid as provided in Section 2.07 and (ii)
            Notes for whose payment money has theretofore been deposited in
            trust or segregated and held in trust by the Issuers and thereafter
            repaid to the Issuers or discharged from such trust,) have been
            delivered to the Trustee for cancellation; or

                  (B) all such Notes not theretofore delivered to the Trustee
            for cancellation

                  (i) have become due and payable, or

                  (ii) will become due and payable at their Stated Maturity
            within one year, or