forth in
Article 7 of the Indenture in performing any of its duties under this Agreement.
(c)
The recitals herein shall not be considered
as made by, or imposing any obligations or liability upon, the Trustee.
The
Trustee makes no representations as to the value, condition or sufficiency of
the Redemption Account, or any part thereof, or as to the title of the Issuers
thereto, or as to the security afforded thereby or hereby, and the Trustee shall
not incur any liability or responsibility in respect to any of such matters.
SECTION 7.
BOOKS AND RECORDS.
THE TRUSTEE SHALL MAINTAIN FULL AND COMPLETE
RECORDS OF ALL ASSETS AND FUNDS HELD BY THE TRUSTEE FROM TIME TO TIME UNDER THIS
AGREEMENT, AND OF ALL RECEIPTS AND DISBURSEMENTS HEREUNDER, AND SHALL FURNISH
REPORTS THEREOF TO THE ISSUERS UPON THEIR WRITTEN REQUEST (BUT NOT MORE OFTEN
THAN MONTHLY).
THE BOOKS AND RECORDS OF THE TRUSTEE PERTAINING TO THIS
AGREEMENT AND THE ASSETS AND FUNDS HELD IN THE REDEMPTION ACCOUNT HEREUNDER
SHALL BE MADE AVAILABLE FOR EXAMINATION BY THE ISSUERS AND THEIR RESPECTIVE
AGENTS, ATTORNEYS AND ACCOUNTANTS FROM TIME TO TIME DURING NORMAL BUSINESS HOURS
SUBJECT TO SUCH REASONABLE REGULATIONS OR RESTRICTIONS AS THE TRUSTEE MAY FROM
TIME TO TIME IMPOSE.
SECTION 8.
TRUSTEE'S AUTHORITY TO MAKE INVESTMENTS.
EXCEPT AS PROVIDED IN
SECTIONS 5 AND 10 HEREOF, THE TRUSTEE SHALL HAVE NO POWER OR DUTY TO INVEST ANY
FUNDS HELD UNDER THIS AGREEMENT OR TO SELL, TRANSFER OR OTHERWISE DISPOSE OF THE
MONEYS HELD HEREUNDER.
SECTION 9.
INSUFFICIENT FUNDS.
IF AT ANY TIME THE MONEYS (INCLUDING INVESTMENT
PROCEEDS THEREOF REPRESENTING PRINCIPAL) IN THE REDEMPTION ACCOUNT WILL NOT BE
SUFFICIENT TO MAKE ALL PAYMENTS REQUIRED BY THIS AGREEMENT, THE TRUSTEE SHALL
NOTIFY THE ISSUERS IN WRITING, PROMPTLY UPON OBTAINING ACTUAL KNOWLEDGE OF SUCH
DEFICIENCY, THE AMOUNT THEREOF AND THE REASON THEREFORE.
THE TRUSTEE SHALL HAVE
NO OTHER RESPONSIBILITY REGARDING ANY SUCH DEFICIENCY.
SECTION 10.
TEMPORARY INVESTMENT.
MONEYS HELD BY THE TRUSTEE WHICH ARE NOT
CURRENTLY NEEDED TO MAKE THE PAYMENTS REQUIRED BY SECTION 5 OF THIS AGREEMENT
SHALL BE INVESTED AS DIRECTED IN WRITING BY THE ISSUERS (PROVIDED THAT THE
MATURITY DATE OF ANY SUCH INVESTMENTS SHALL NOT BE LATER THAN THE REDEMPTION
DATE), AND INTEREST EARNED WHICH IS IN EXCESS OF AMOUNTS NEEDED TO EFFECT THE
REDEMPTION DESCRIBED HEREIN SHALL BE PAID OVER TO THE ISSUERS.
SECTION 11.
TERMINATION.
ON THE NEXT BUSINESS DAY FOLLOWING THE REDEMPTION
DATE, ALL MONEYS REMAINING IN THE REDEMPTION ACCOUNT, IF ANY, AFTER PAYMENT OF
ALL AMOUNTS PAYABLE THEREFROM AS DESCRIBED IN SECTION 5 OF THIS AGREEMENT (OR
RETENTION BY THE TRUSTEE OF AMOUNTS SUFFICIENT TO MAKE SUCH PAYMENTS NOT
THERETOFORE MADE), AND AFTER
3
PAYMENT OF ANY AMOUNTS OWING TO THE TRUSTEE UNDER THE INDENTURE, SHALL BE PAID
OVER TO THE ISSUERS PURSUANT TO SECTION 4.01 OF THE INDENTURE.
UPON THE PAYMENT
OF ALL AMOUNTS PAYABLE HEREUNDER, THIS AGREEMENT AND THE RIGHTS HEREBY GRANTED
SHALL THEREUPON CEASE AND TERMINATE; PROVIDED, HOWEVER, THAT (A) THE PROVISIONS
OF SECTION