SECTIONS 4.01, 6.01(A) AND 6.01(B) HEREOF OR (II) ANY DEFAULT OR
EVENT OF DEFAULT OF WHICH THE TRUSTEE SHALL HAVE RECEIVED WRITTEN NOTIFICATION
OR OBTAINED ACTUAL KNOWLEDGE.
(H)
DELIVERY OF REPORTS, INFORMATION AND DOCUMENTS TO THE TRUSTEE
UNDER SECTION 4.03 HEREOF IS FOR INFORMATIONAL PURPOSES ONLY AND THE TRUSTEE'S
RECEIPT OF THE FOREGOING SHALL NOT CONSTITUTE CONSTRUCTIVE NOTICE OF ANY
INFORMATION CONTAINED THEREIN OR DETERMINABLE FROM INFORMATION CONTAINED
THEREIN, INCLUDING THE ISSUERS' COMPLIANCE WITH ANY OF ITS COVENANTS HEREUNDER
(AS TO WHICH THE TRUSTEE IS ENTITLED TO RELY EXCLUSIVELY ON OFFICERS'
CERTIFICATES).
(I)
THE RIGHTS, PRIVILEGES, PROTECTIONS, IMMUNITIES AND BENEFITS
GIVEN TO THE TRUSTEE, INCLUDING, WITHOUT LIMITATION, ITS RIGHT TO BE
INDEMNIFIED, ARE EXTENDED TO, AND SHALL BE ENFORCEABLE BY, THE TRUSTEE IN EACH
OF ITS CAPACITIES HEREUNDER, AND EACH AGENT, CUSTODIAN AND OTHER PERSON EMPLOYED
TO ACT HEREUNDER;
(J)
THE TRUSTEE MAY REQUEST THAT THE COMPANY DELIVER A CERTIFICATE
SETTING FORTH THE NAMES OF INDIVIDUALS AND/OR TITLES OF OFFICERS AUTHORIZED AT
SUCH TIME TO TAKE SPECIFIED ACTIONS PURSUANT TO THIS INDENTURE; AND
(K)
IN NO EVENT SHALL THE TRUSTEE BE RESPONSIBLE OR LIABLE FOR
SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT) IRRESPECTIVE OF WHETHER THE
TRUSTEE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS
OF THE FORM OF ACTION.
SECTION 7.03.
INDIVIDUAL RIGHTS OF TRUSTEE.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the
Issuers with the same rights it would have if it were not Trustee.
However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
as Trustee (if any of the Notes are registered pursuant to the Securities Act),
or resign.
Any Agent may do the same with like rights and duties.
The Trustee
is also subject to Sections 7.10 and 7.11 hereof.
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SECTION 7.04.
TRUSTEE'S DISCLAIMER.
(A)
THE TRUSTEE SHALL NOT BE RESPONSIBLE FOR AND MAKES NO
REPRESENTATION AS TO THE VALIDITY OR ADEQUACY HEREOF OR THE NOTES, IT SHALL NOT
BE ACCOUNTABLE FOR THE ISSUERS' USE OF THE PROCEEDS FROM THE NOTES OR ANY MONEY
PAID TO THE ISSUERS OR UPON THE ISSUERS' DIRECTION UNDER ANY PROVISION HEREOF,
IT SHALL NOT BE RESPONSIBLE FOR THE USE OR APPLICATION OF ANY MONEY RECEIVED BY
ANY PAYING AGENT OTHER THAN THE TRUSTEE, AND IT SHALL NOT BE RESPONSIBLE FOR ANY
STATEMENT OR RECITAL HEREIN OR ANY STATEMENT IN THE NOTES OR ANY OTHER DOCUMENT
IN CONNECTION WITH THE SALE OF THE NOTES OR PURSUANT TO THIS INDENTURE OTHER
THAN ITS CERTIFICATE OF AUTHENTICATION.
(B)
THE TRUSTEE SHALL NOT BE BOUND TO MAKE ANY INVESTIGATION INTO
FACTS OR MATTERS STATED IN ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT,
OPINION, REPORT, NOTICE, REQUEST, DIRECTION, CONSENT, ORDER, BOND, DEBENTURE OR
OTHER PAPER OR DOCUMENT.
SECTION 7.05.