be the conditions to the application of Section 13.2 to any
Securities:
(1)
THE COMPANY SHALL IRREVOCABLY HAVE DEPOSITED OR CAUSED TO BE
DEPOSITED WITH THE TRUSTEE (OR ANOTHER TRUSTEE WHICH SATISFIES THE REQUIREMENTS
CONTEMPLATED BY SECTION 6.8 AND AGREES TO COMPLY WITH THE PROVISIONS OF THIS
ARTICLE APPLICABLE TO IT) AS TRUST FUNDS IN TRUST FOR THE PURPOSE OF MAKING THE
FOLLOWING PAYMENTS, SPECIFICALLY PLEDGED AS SECURITY FOR, AND DEDICATED SOLELY
TO, THE BENEFITS OF THE HOLDERS OF SUCH SECURITIES, (A) MONEY IN AN AMOUNT, OR
(B) U.S. GOVERNMENT OBLIGATIONS WHICH THROUGH THE SCHEDULED PAYMENT OF PRINCIPAL
AND INTEREST IN RESPECT THEREOF IN ACCORDANCE WITH THEIR TERMS WILL PROVIDE, NOT
LATER THAN ONE DAY BEFORE THE DUE DATE OF ANY PAYMENT, MONEY IN AN AMOUNT, OR
(C) A COMBINATION THEREOF, IN EACH CASE SUFFICIENT, IN THE OPINION OF A
NATIONALLY RECOGNIZED FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS EXPRESSED IN A
WRITTEN CERTIFICATION THEREOF DELIVERED TO THE TRUSTEE, TO PAY AND DISCHARGE,
AND WHICH SHALL BE APPLIED BY THE TRUSTEE (OR ANY SUCH OTHER QUALIFYING TRUSTEE)
TO PAY AND DISCHARGE, THE PRINCIPAL OF AND INTEREST (INCLUDING ANY SPECIAL
INTEREST) ON SUCH SECURITIES ON THE RESPECTIVE STATED MATURITIES, IN ACCORDANCE
WITH THE TERMS OF THIS INDENTURE AND SUCH SECURITIES. AS USED HEREIN, "U.S.
GOVERNMENT OBLIGATION" MEANS (X) ANY SECURITY WHICH IS (I) A DIRECT OBLIGATION
OF THE UNITED STATES OF AMERICA FOR THE PAYMENT OF WHICH THE FULL FAITH AND
CREDIT OF THE UNITED STATES OF AMERICA IS PLEDGED OR (II) AN OBLIGATION OF A
PERSON CONTROLLED OR SUPERVISED BY AND ACTING AS AN AGENCY OR INSTRUMENTALITY OF
THE UNITED STATES OF AMERICA THE PAYMENT OF WHICH IS UNCONDITIONALLY GUARANTEED
AS A FULL FAITH AND CREDIT OBLIGATION BY THE UNITED STATES OF AMERICA, WHICH, IN
EITHER CASE (I) OR (II), IS NOT CALLABLE OR REDEEMABLE AT THE OPTION OF THE
ISSUER THEREOF, AND (Y) ANY DEPOSITARY RECEIPT ISSUED BY A BANK (AS DEFINED IN
SECTION 3(A)(2) OF THE SECURITIES ACT) AS CUSTODIAN WITH RESPECT TO ANY U.S.
GOVERNMENT OBLIGATION WHICH IS SPECIFIED IN CLAUSE (X) ABOVE AND HELD BY SUCH
BANK FOR THE ACCOUNT OF THE HOLDER OF SUCH DEPOSITARY RECEIPT, OR WITH RESPECT
TO ANY SPECIFIC PAYMENT OF PRINCIPAL OF OR INTEREST ON ANY U.S. GOVERNMENT
OBLIGATION WHICH IS SO SPECIFIED AND HELD, PROVIDED THAT (EXCEPT AS REQUIRED BY
LAW) SUCH CUSTODIAN IS NOT AUTHORIZED TO MAKE ANY DEDUCTION FROM THE AMOUNT
PAYABLE TO THE HOLDER OF SUCH DEPOSITARY RECEIPT FROM ANY AMOUNT RECEIVED BY THE
CUSTODIAN IN RESPECT OF THE U.S. GOVERNMENT OBLIGATION OR THE SPECIFIC PAYMENT
OF PRINCIPAL OR INTEREST EVIDENCED BY SUCH DEPOSITARY RECEIPT.
(2)
IN THE EVENT OF AN ELECTION TO HAVE SECTION 13.2 APPLY TO ANY
SECURITIES, THE COMPANY SHALL HAVE DELIVERED TO THE TRUSTEE AN OPINION OF
COUNSEL STATING THAT (A) THE COMPANY HAS RECEIVED FROM, OR THERE HAS BEEN
PUBLISHED BY, THE INTERNAL REVENUE SERVICE A RULING OR (B) SINCE THE DATE OF
THIS INSTRUMENT, THERE HAS BEEN A CHANGE IN THE APPLICABLE FEDERAL