ITS
RIGHT TO BE INDEMNIFIED, ARE EXTENDED TO, AND SHALL BE ENFORCEABLE BY, THE
TRUSTEE IN EACH OF ITS CAPACITIES HEREUNDER, AND TO EACH AGENT, CUSTODIAN AND
OTHER PERSON EMPLOYED TO ACT HEREUNDER.
(L)
THE TRUSTEE MAY REQUEST THAT THE COMPANY
DELIVER AN INCUMBENCY CERTIFICATE SETTING FORTH THE NAMES OF INDIVIDUALS AND/OR
TITLES OF OFFICERS AUTHORIZED AT SUCH TIME TO TAKE SPECIFIED ACTIONS PURSUANT TO
THIS INDENTURE, WHICH INCUMBENCY CERTIFICATE MAY BE SIGNED BY ANY PERSON
AUTHORIZED TO SIGN AN INCUMBENCY CERTIFICATE, INCLUDING ANY PERSON AS SO
AUTHORIZED IN ANY SUCH CERTIFICATE PREVIOUSLY DELIVERED AND NOT SUPERSEDED.
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 COMPANY, ANY RESTRICTED OR UNRESTRICTED
SUBSIDIARY, OR THEIR RESPECTIVE AFFILIATES, WITH THE SAME RIGHTS IT WOULD HAVE
IF IT WERE NOT TRUSTEE.
ANY AGENT MAY DO THE SAME WITH LIKE RIGHTS.
HOWEVER,
THE TRUSTEE MUST COMPLY WITH SECTIONS 7.10 AND 7.11.
SECTION 7.04
TRUSTEE'S DISCLAIMER.
THE TRUSTEE
MAKES NO REPRESENTATION AS TO THE VALIDITY OR ADEQUACY OF THIS INDENTURE OR THE
NOTES, AND IT SHALL NOT BE ACCOUNTABLE FOR THE COMPANY'S USE OF THE PROCEEDS
FROM THE NOTES, AND IT SHALL NOT BE RESPONSIBLE FOR ANY STATEMENT OF THE COMPANY
IN THIS INDENTURE OR THE NOTES OTHER THAN THE CERTIFICATE OF AUTHENTICATION.
SECTION 7.05
NOTICE OF DEFAULT.
IF A DEFAULT OR
AN EVENT OF DEFAULT OCCURS AND IS CONTINUING AND IF THE TRUSTEE HAS ACTUAL
KNOWLEDGE OF SUCH DEFAULT OR EVENT OF DEFAULT, THE TRUSTEE SHALL MAIL TO EACH
NOTEHOLDER NOTICE OF THE UNCURED DEFAULT OR EVENT OF DEFAULT ON THE LATER OF (I)
60 DAYS AFTER SUCH DEFAULT OR EVENT OF DEFAULT OCCURS OR (II) 10 DAYS AFTER THE
TRUSTEE HAS ACTUAL KNOWLEDGE OF SUCH DEFAULT OR EVENT OF DEFAULT.
EXCEPT IN THE
CASE OF A DEFAULT OR AN EVENT OF DEFAULT IN THE PAYMENT OF INTEREST OR PRINCIPAL
OF, PREMIUM OR INTEREST ON, ANY NOTE, INCLUDING AN ACCELERATED PAYMENT AND THE
FAILURE TO MAKE PAYMENT ON THE CHANGE OF CONTROL PAYMENT DATE PURSUANT TO A
CHANGE OF CONTROL OFFER OR ON A NET PROCEEDS OFFER PAYMENT DATE PURSUANT TO A
NET PROCEEDS OFFER AND, EXCEPT IN THE CASE OF A FAILURE TO COMPLY WITH ARTICLE
FIVE, THE TRUSTEE MAY WITHHOLD THE NOTICE IF AND SO LONG AS ITS RESPONSIBLE
OFFICER(S) IN GOOD FAITH
63
DETERMINES THAT WITHHOLDING THE NOTICE IS IN THE INTEREST OF THE HOLDERS.
THE
TRUSTEE SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OF A DEFAULT OR EVENT OF DEFAULT
OTHER THAN (I) ANY EVENT OF DEFAULT OCCURRING PURSUANT TO SECTIONS 6.01(1) OR
6.01(2); OR (II) ANY DEFAULT OR EVENT OF DEFAULT OF WHICH A TRUST OFFICER SHALL
HAVE RECEIVED WRITTEN NOTIFICATION OR OBTAINED ACTUAL KNOWLEDGE.
AS USED
HEREIN, THE TERM "ACTUAL KNOWLEDGE" MEANS THE ACTUAL FACT OR STATEMENT OF
KNOWING, WITHOUT ANY DUTY TO MAKE ANY INVESTIGATION WITH REGARD THERETO.
DURING
THE EXISTENCE OF AN EVENT OF DEFAULT,