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Section 2. Lease Payments. Section 4.2 of the Original Lease is hereby deleted in its <br /> entirety and replaced with the following: <br /> "Section 4.2. Lease Payments. <br /> (a) The Company shall pay the following amounts to provide for payment of the <br /> interest on and principal of, and redemption premium, if any, on the Bonds directly to the Trustee, <br /> in immediately available funds, for deposit in the Debt Service Fund, on the following dates, and <br /> otherwise as set out below: <br /> (a) Debt Service Fund-- Interest: At or before 11:00 a.m., New York City time, on <br /> the Business Day preceding each Interest Payment Date or any other date that any <br /> payment of interest is required to be made in respect of the Bonds pursuant to the <br /> Indenture, an amount which is, together with any other moneys available for such <br /> purpose in the Debt Service Fund other than the Non-Eligible Moneys Account, not less <br /> than the interest to become due on all Outstanding Bonds on such Interest Payment Date <br /> or other date that interest is due. <br /> (b) Debt Service Fund-- Principal: At or before 11:00 a.m., New York City time, on <br /> the Business Day preceding each principal payment date on the Bonds (whether at <br /> maturity or upon mandatory sinking fund redemption or acceleration or otherwise), an <br /> amount which, together with any other moneys available for such purpose in the Debt <br /> Service Fund, is not less than the principal due on the Bonds on such principal payment <br /> date by maturity, mandatory sinking fund redemption, acceleration or otherwise. <br /> (c) Debt Service Fund-- Redemption: On or before the Business Day preceding the <br /> date required by this Lease Agreement or the Indenture, the amount required to redeem <br /> Bonds then Outstanding if the Company exercises its right to redeem Bonds under any <br /> provision of the Indenture or if any Bonds are required to be redeemed (other than <br /> pursuant to mandatory sinking fund redemption provisions) under any provision of the <br /> Indenture. <br /> If the Company fails to make any of the payments required in this Section, the item or <br /> i installment so in default shall continue as an obligation of the Company until the amount <br /> in default shall have been fully paid, and the Company agrees to pay the same with <br /> interest thereon from the date when such payment was due until paid in full, at the rate of <br /> i interest borne by the Bonds. <br /> (b) As long as the Company owns all of the Bonds, the Company may set-off the <br /> then current Lease Payment against the Issuer's obligations to the Company as owner of the <br /> Bonds under the Indenture in lieu of delivery of the Lease Payment on any payment date, without <br /> providing notice of such set-off to the Trustee. The Trustee may conclusively rely on the absence <br /> of any notice from the Company to the contrary as evidence that such set-off has occurred. On <br /> the final Interest Payment Date, the Company may deliver to the Trustee for cancellation Bonds <br /> not previously paid and the Company shall receive a credit against amounts payable by the <br /> Company in an amount equal to the principal amount of the Bonds so tendered for cancellation <br /> plus accrued interest thereon." <br /> 4 <br /> t <br /> -2 - E <br /> 23336852\V-4 <br />