THE COMPANY, THE TRUSTEE, THE REGISTRAR AND ANYONE ELSE SHALL HAVE
THE PROTECTION OF TIA SEC. 312(C).
SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
.
UPON ANY REQUEST OR APPLICATION BY THE COMPANY TO THE TRUSTEE TO TAKE ANY
ACTION UNDER THIS INDENTURE, THE COMPANY SHALL FURNISH TO THE TRUSTEE:
AN OFFICERS' CERTIFICATE STATING THAT ALL CONDITIONS PRECEDENT, IF ANY, PROVIDED
FOR IN THIS INDENTURE RELATING TO THE PROPOSED ACTION HAVE BEEN COMPLIED WITH;
AND
AN OPINION OF COUNSEL STATING THAT, IN THE OPINION OF SUCH COUNSEL, ALL SUCH
CONDITIONS PRECEDENT HAVE BEEN COMPLIED WITH.
IN RENDERING SUCH OPINION,
COUNSEL MAY RELY UPON CERTIFICATES OF APPROPRIATE OFFICERS OF THE COMPANY.
SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION
.
EACH CERTIFICATE OR OPINION WITH RESPECT TO COMPLIANCE WITH A CONDITION OR
COVENANT PROVIDED FOR IN THIS INDENTURE SHALL INCLUDE:
A STATEMENT THAT THE PERSON MAKING SUCH CERTIFICATE OR OPINION HAS READ SUCH
COVENANT OR CONDITION;
A BRIEF STATEMENT AS TO THE NATURE AND SCOPE OF THE EXAMINATION OR INVESTIGATION
UPON WHICH THE STATEMENTS OR OPINIONS CONTAINED IN SUCH CERTIFICATE OR OPINION
ARE BASED;
A STATEMENT THAT, IN THE OPINION OF SUCH PERSON, HE OR SHE HAS MADE SUCH
EXAMINATION OR INVESTIGATION AS IS NECESSARY TO ENABLE HIM OR HER TO EXPRESS AN
INFORMED OPINION AS TO WHETHER OR NOT SUCH COVENANT OR CONDITION HAS BEEN
COMPLIED WITH; AND
A STATEMENT AS TO WHETHER OR NOT, IN THE OPINION OF SUCH PERSON, SUCH CONDITION
OR COVENANT HAS BEEN COMPLIED WITH.
SECTION 12.06. WHEN TREASURY SECURITIES DISREGARDED
.
IN DETERMINING WHETHER THE HOLDERS OF THE REQUIRED PRINCIPAL AMOUNT OF
SECURITIES HAVE CONCURRED IN ANY DIRECTION, WAIVER OR CONSENT, SECURITIES OWNED
BY THE COMPANY OR BY ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLING OR CONTROLLED
BY OR UNDER DIRECT OR INDIRECT COMMON CONTROL WITH THE COMPANY SHALL BE
DISREGARDED, EXCEPT THAT FOR THE PURPOSE OF DETERMINING WHETHER THE TRUSTEE
SHALL BE PROTECTED IN RELYING ON ANY SUCH DIRECTION, WAIVER OR CONSENT, ONLY
SECURITIES WHICH THE TRUSTEE KNOWS ARE SO OWNED SHALL BE SO DISREGARDED.
SECTION 12.07. RULES BY TRUSTEE AND AGENTS
.
THE TRUSTEE MAY MAKE REASONABLE RULES FOR ACTION BY, OR AT A MEETING OF,
SECURITYHOLDERS.
THE REGISTRAR, PAYING AGENT OR CONVERSION AGENT MAY MAKE
REASONABLE RULES FOR ITS FUNCTIONS.
SECTION 12.08. LEGAL HOLIDAYS
.
A "LEGAL HOLIDAY" IS A SATURDAY, A SUNDAY OR A DAY ON WHICH BANKING
INSTITUTIONS ARE NOT REQUIRED TO BE OPEN IN THE CITY IN WHICH THE TRUSTEE
ADMINISTERS ITS CORPORATE TRUST BUSINESS.
IF A PAYMENT DATE IS A LEGAL HOLIDAY
AT A PLACE OF PAYMENT, PAYMENT MAY BE MADE AT THE PLACE ON THE NEXT SUCCEEDING
DAY THAT IS NOT A LEGAL HOLIDAY, AND NO INTEREST SHALL ACCRUE FOR THE
INTERVENING PERIOD.
SECTION 12.09. GOVERNING LAW
.
THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARDS TO THE PRINCIPLES OF
CONFLICTS OF LAW, SHALL GOVERN THIS INDENTURE AND THE SECURITIES.
SECTION 12.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS
.
THIS INDENTURE MAY NOT BE USED