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                  (iii) are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice of
            redemption by the Trustee in the name, and at the expense, of the

            and the Issuers, in the case of (i), (ii) or (iii) above, have
            deposited or caused to be deposited with the Trustee as trust funds
            in trust for the purpose an amount sufficient to pay and discharge
            the entire indebtedness on such Notes not theretofore delivered to
            the Trustee for cancellation, for principal (and premium, if any)
            and interest to the date of such deposit (in the case of Notes which
            have become due and payable) or to the maturity or redemption
            thereof, as the case may be;

      (2) the Issuers have paid or caused to be paid all other sums payable
hereunder by the Issuers and the Guarantors; and

      (3) each of the Issuers have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article 13, the obligations of the Issuers and the Guarantor to the Trustee
under Section 7.07, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 13.02 shall survive.

Section 13.02. Application of Trust Money.

      All money deposited with the Trustee pursuant to Section 13.01 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.

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