ISSUER'S CERTIFICATE OR AN OPINION OF COUNSEL.
THE INDENTURE TRUSTEE
SHALL NOT BE LIABLE FOR ANY ACTION IT TAKES OR OMITS TO TAKE IN GOOD FAITH IN
RELIANCE ON AN ISSUER'S CERTIFICATE OR OPINION OF COUNSEL UNLESS IT IS PROVED
THAT THE INDENTURE TRUSTEE WAS NEGLIGENT IN SUCH RELIANCE.
(C)
THE INDENTURE TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS
HEREUNDER OR PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH
AGENTS OR ATTORNEYS OR A CUSTODIAN OR NOMINEE, AND THE INDENTURE TRUSTEE SHALL
NOT BE RESPONSIBLE FOR ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF, OR FOR THE
SUPERVISION OF, ANY SUCH AGENT, ATTORNEY, CUSTODIAN OR NOMINEE APPOINTED WITH
DUE CARE BY IT HEREUNDER.
(D)
THE INDENTURE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION IT TAKES
OR OMITS TO TAKE IN GOOD FAITH WHICH IT BELIEVES TO BE AUTHORIZED OR WITHIN ITS
RIGHTS OR POWERS; PROVIDED, HOWEVER, THAT SUCH ACTION OR OMISSION BY THE
INDENTURE TRUSTEE DOES NOT CONSTITUTE WILLFUL MISCONDUCT, NEGLIGENCE OR BAD
FAITH.
(E)
THE INDENTURE TRUSTEE MAY CONSULT WITH COUNSEL, AND THE ADVICE OR
OPINION OF COUNSEL WITH RESPECT TO LEGAL MATTERS RELATING TO THIS INDENTURE AND
THE NOTES SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION FROM LIABILITY
IN RESPECT TO ANY ACTION TAKEN, OMITTED OR SUFFERED BY IT HEREUNDER IN GOOD
FAITH AND IN ACCORDANCE WITH THE ADVICE OR OPINION OF SUCH COUNSEL.
(F)
THE INDENTURE TRUSTEE SHALL BE UNDER NO OBLIGATION TO EXERCISE
ANY OF THE RIGHTS OR POWERS VESTED IN IT BY THIS INDENTURE AT THE REQUEST OR
DIRECTION OF ANY OF THE NOTEHOLDERS PURSUANT TO THIS INDENTURE, UNLESS SUCH
NOTEHOLDERS SHALL HAVE OFFERED TO THE INDENTURE TRUSTEE REASONABLE SECURITY OR
INDEMNITY AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH MIGHT BE INCURRED BY
IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION.
(G)
THE INDENTURE TRUSTEE SHALL NOT BE BOUND TO MAKE ANY INVESTIGATION
INTO THE FACTS OR MATTERS STATED IN ANY RESOLUTION, CERTIFICATE, STATEMENT,
INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, DIRECTION, CONSENT, ORDER, BOND,
DEBENTURE OR OTHER PAPER OR DOCUMENT, BUT THE INDENTURE TRUSTEE, IN ITS
DISCRETION, MAY MAKE SUCH FURTHER INQUIRY OR INVESTIGATION INTO SUCH FACTS OR
MATTERS AS IT MAY SEE FIT, AND, IF THE INDENTURE TRUSTEE SHALL DETERMINE TO MAKE
SUCH FURTHER INQUIRY OR INVESTIGATION, IT SHALL BE ENTITLED TO EXAMINE THE
BOOKS, RECORDS AND PREMISES OF THE ISSUER, PERSONALLY OR BY AGENT OR ATTORNEY.
(H)
EXCEPT WHERE THE TRANSACTION DOCUMENTS SPECIFICALLY STATE
OTHERWISE, THE INDENTURE TRUSTEE, PROVIDED IT HAS SENT OUT NOTICES IN ACCORDANCE
WITH THE APPLICABLE TRANSACTION
45
DOCUMENT AND IS OTHERWISE ACTING IN ACCORDANCE WITH THE TRANSACTION DOCUMENTS,
MAY ACT AS DIRECTED BY THE MAJORITY OF THE OUTSTANDING NOTEHOLDERS RESPONDING IN
WRITING TO SUCH REQUEST FOR AMENDMENT OR WRITTEN DIRECTION; PROVIDED, HOWEVER,
THAT THE NOTEHOLDERS REPRESENTING AT LEAST 51% OF THE CLASS A NOTE BALANCE AS OF
THE TIME SUCH VOTING RESPONSE IS DUE BACK TO THE INDENTURE TRUSTEE MUST HAVE
RESPONDED IN WRITING TO THE INDENTURE TRUSTEE'S NOTICE TO AMEND OR FOR