OF ANY RIGHT OR REMEDY UNDER THIS INDENTURE
OR IN ANY SUIT AGAINST THE TRUSTEE FOR ANY ACTION TAKEN OR OMITTED BY IT AS
TRUSTEE, A COURT IN ITS DISCRETION MAY REQUIRE THE FILING BY ANY PARTY LITIGANT
IN THE SUIT OF AN UNDERTAKING TO PAY THE COSTS OF THE SUIT, AND THE COURT IN ITS
DISCRETION MAY ASSESS REASONABLE COSTS, INCLUDING REASONABLE ATTORNEYS' FEES,
AGAINST PARTY LITIGANT IN THE SUIT, HAVING DUE REGARD TO THE MERITS AND GOOD
FAITH OF THE CLAIMS OR DEFENSES MADE BY THE PARTY LITIGANT.
THIS SECTION 6.11
DOES NOT APPLY TO A SUIT BY THE TRUSTEE, A SUIT BY A HOLDER PURSUANT TO SECTION
6.07 OR A SUIT BY HOLDERS OF MORE THAN 10% IN PRINCIPAL AMOUNT OF THE
OUTSTANDING SECURITIES.
SECTION 6.12. ACTIONS OF A HOLDER
.
FOR THE PURPOSE OF PROVIDING ANY CONSENT, WAIVER OR INSTRUCTION TO THE
COMPANY OR THE TRUSTEE, A "HOLDER" OR "SECURITYHOLDER" SHALL INCLUDE A PERSON
WHO PROVIDES TO THE COMPANY OR THE TRUSTEE, AS THE CASE MAY BE, AN AFFIDAVIT OF
BENEFICIAL OWNERSHIP OF A SECURITY TOGETHER WITH A SATISFACTORY INDEMNITY
AGAINST ANY LOSS, LIABILITY OR EXPENSE TO SUCH PARTY TO THE EXTENT THAT IT ACTS
UPON SUCH AFFIDAVIT OF BENEFICIAL OWNERSHIP (INCLUDING ANY CONSENT, WAIVER OR
INSTRUCTIONS GIVEN BY A PERSON PROVIDING SUCH AFFIDAVIT AND INDEMNITY).
ARTICLE SEVEN
TRUSTEE
SECTION 7.01. DUTIES OF TRUSTEE.
(A)IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE TRUSTEE SHALL
EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED IN IT BY THIS INDENTURE AND USE
THE SAME DEGREE OF CARE AND SKILL IN THEIR EXERCISE AS A PRUDENT PERSON WOULD
EXERCISE OR USE UNDER THE CIRCUMSTANCES IN THE CONDUCT OF HIS OR HER OWN
AFFAIRS.
(B)EXCEPT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT:
(I)THE TRUSTEE NEED PERFORM ONLY THOSE DUTIES THAT ARE SPECIFICALLY SET FORTH IN
THIS INDENTURE AND NO OTHERS.
(II)IN THE ABSENCE OF BAD FAITH ON ITS PART, THE TRUSTEE MAY CONCLUSIVELY RELY,
AS TO THE TRUTH OF THE STATEMENTS AND THE CORRECTNESS OF THE OPINIONS EXPRESSED
THEREIN, UPON CERTIFICATES OR OPINIONS FURNISHED TO THE TRUSTEE AND CONFORMING
TO THE REQUIREMENTS OF THIS INDENTURE.
THE TRUSTEE, HOWEVER, SHALL EXAMINE THE
CERTIFICATES AND OPINIONS SUBMITTED IN ACCORDANCE WITH SECTION 12.04 TO
DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS OF THIS INDENTURE.
(C)THE TRUSTEE MAY NOT BE RELIEVED FROM LIABILITY FOR ITS OWN NEGLIGENT ACTION,
ITS OWN NEGLIGENT FAILURE TO ACT OR ITS OWN WILLFUL MISCONDUCT, EXCEPT THAT:
(I)THIS PARAGRAPH DOES NOT LIMIT THE EFFECT OF PARAGRAPH (B) OF THIS SECTION
7.01.
(II)THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT MADE IN GOOD FAITH
BY A RESPONSIBLE OFFICER, UNLESS IT IS PROVED THAT THE TRUSTEE WAS NEGLIGENT IN
ASCERTAINING THE PERTINENT FACTS.
(III)THE TRUSTEE SHALL NOT BE LIABLE WITH RESPECT TO ANY ACTION IT TAKES OR
OMITS TO TAKE IN GOOD FAITH IN ACCORDANCE WITH A DIRECTION RECEIVED BY IT
PURSUANT TO SECTION 6.05.
(D)EVERY PROVISION OF THIS INDENTURE THAT IN ANY WAY