THE TRUSTEE NOR ANY AUTHENTICATING AGENT ASSUMES ANY
RESPONSIBILITY FOR THEIR CORRECTNESS.
THE TRUSTEE MAKES NO REPRESENTATIONS AS
TO THE VALIDITY OR SUFFICIENCY OF THIS INDENTURE OR OF THE NOTES, EXCEPT THAT
THE TRUSTEE REPRESENTS THAT IT IS DULY AUTHORIZED TO EXECUTE AND DELIVER THIS
INDENTURE, AUTHENTICATE THE NOTES AND PERFORM ITS OBLIGATIONS HEREUNDER AND THAT
THE STATEMENTS MADE BY IT IN A STATEMENT OF ELIGIBILITY AND QUALIFICATION ON
FORM T-1 SUPPLIED TO THE COMPANY AND ANY OTHER OBLIGOR UPON THE NOTES IN
CONNECTION WITH THE REGISTRATION OF ANY NOTES AND ANY SUBSIDIARY GUARANTEES
ISSUED HEREUNDER ARE AND WILL BE TRUE AND ACCURATE SUBJECT TO THE QUALIFICATIONS
SET FORTH THEREIN.
NEITHER THE TRUSTEE NOR ANY AUTHENTICATING AGENT SHALL BE
ACCOUNTABLE FOR THE USE OR APPLICATION BY THE COMPANY OF THE NOTES OR THE
PROCEEDS THEREOF.
SECTION 705
MAY HOLD NOTES.
THE TRUSTEE, ANY
AUTHENTICATING AGENT, ANY PAYING AGENT, ANY NOTE REGISTRAR OR ANY OTHER AGENT OF
THE COMPANY, IN ITS INDIVIDUAL OR ANY OTHER CAPACITY, MAY BECOME THE OWNER OR
PLEDGEE OF NOTES AND, SUBJECT TO SECTION 708 AND SECTION 713, MAY OTHERWISE DEAL
WITH THE COMPANY OR ITS AFFILIATES WITH THE SAME RIGHTS IT WOULD HAVE IF IT WERE
NOT TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT, NOTE REGISTRAR OR SUCH OTHER
AGENT.
SECTION 706
MONEY HELD IN TRUST.
MONEY HELD
BY THE TRUSTEE IN TRUST HEREUNDER NEED NOT BE SEGREGATED FROM OTHER FUNDS EXCEPT
TO THE EXTENT REQUIRED BY LAW.
THE TRUSTEE SHALL BE UNDER NO LIABILITY FOR
INTEREST ON ANY MONEY RECEIVED BY IT HEREUNDER EXCEPT AS OTHERWISE AGREED IN
WRITING WITH THE COMPANY.
H-100
SECTION 707
COMPENSATION AND REIMBURSEMENT.
THE COMPANY AGREES,
(1)
TO PAY TO THE TRUSTEE FROM TIME TO TIME REASONABLE COMPENSATION
FOR ALL SERVICES RENDERED BY THE TRUSTEE HEREUNDER (WHICH COMPENSATION SHALL NOT
BE LIMITED BY ANY PROVISION OF LAW IN REGARD TO THE COMPENSATION OF A TRUSTEE OF
AN EXPRESS TRUST);
(2)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TO REIMBURSE THE
TRUSTEE UPON ITS REQUEST FOR ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY
THE TRUSTEE IN ACCORDANCE WITH ANY PROVISION OF THIS INDENTURE (INCLUDING THE
REASONABLE COMPENSATION AND THE EXPENSES AND DISBURSEMENTS OF ITS AGENTS AND
COUNSEL), EXCEPT ANY SUCH EXPENSE, DISBURSEMENT OR ADVANCE AS MAY BE
ATTRIBUTABLE TO ITS NEGLIGENCE OR BAD FAITH; AND
(3)
TO INDEMNIFY THE TRUSTEE FOR, AND TO HOLD IT HARMLESS AGAINST, ANY
LOSS, LIABILITY OR EXPENSE INCURRED WITHOUT NEGLIGENCE OR BAD FAITH ON THE
TRUSTEE'S PART, ARISING OUT OF OR IN CONNECTION WITH THE ADMINISTRATION OF THE
TRUST OR TRUSTS HEREUNDER, INCLUDING THE COSTS AND EXPENSES OF DEFENDING ITSELF
AGAINST ANY CLAIM OR LIABILITY IN CONNECTION WITH THE EXERCISE OR PERFORMANCE OF
ANY OF ITS POWERS OR DUTIES HEREUNDER.
The Company needs not pay for any settlement made without its consent.
The
provisions of this Section 707 shall survive the termination of this Indenture.
SECTION 708
CONFLICTING INTERESTS.
IF THE TRUSTEE HAS OR SHALL
ACQUIRE A CONFLICTING INTEREST WITHIN THE MEANING OF THE TIA, THE TRUSTEE SHALL
ELIMINATE