PURSUANT TO THE
APPOINTMENT OF SUCH SUCCESSOR GUARANTEE TRUSTEE.
(B)
THE RIGHTS, IMMUNITIES, DUTIES AND
RESPONSIBILITIES OF THE GUARANTEE TRUSTEE SHALL BE AS PROVIDED BY THIS GUARANTEE
AGREEMENT AND THERE SHALL BE NO OTHER DUTIES OR OBLIGATIONS, EXPRESS OR IMPLIED,
OF THE GUARANTEE TRUSTEE.
NOTWITHSTANDING THE FOREGOING, NO PROVISIONS OF THIS
GUARANTEE AGREEMENT SHALL REQUIRE THE GUARANTEE TRUSTEE TO EXPEND OR RISK ITS
OWN FUNDS OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE PERFORMANCE OF ANY
OF ITS DUTIES HEREUNDER, OR IN THE EXERCISE OF ANY OF ITS RIGHTS OR POWERS, IF
IT SHALL HAVE REASONABLE GROUNDS FOR BELIEVING THAT REPAYMENT OF SUCH FUNDS OR
ADEQUATE INDEMNITY AGAINST SUCH RISK OR LIABILITY IS NOT REASONABLY ASSURED TO
IT.
WHETHER OR NOT HEREIN EXPRESSLY SO PROVIDED, EVERY PROVISION OF THIS
GUARANTEE AGREEMENT RELATING TO THE CONDUCT OR AFFECTING THE LIABILITY OF OR
AFFORDING PROTECTION TO THE GUARANTEE TRUSTEE SHALL BE
7
SUBJECT TO THE PROVISIONS OF THIS SECTION 3.1.
TO THE EXTENT THAT, AT LAW OR IN
EQUITY, THE GUARANTEE TRUSTEE HAS DUTIES AND LIABILITIES RELATING TO THE
GUARANTOR OR THE HOLDERS, THE GUARANTEE TRUSTEE SHALL NOT BE LIABLE TO ANY
HOLDER FOR THE GUARANTEE TRUSTEE'S GOOD FAITH RELIANCE ON THE PROVISIONS OF THIS
GUARANTEE AGREEMENT.
THE PROVISIONS OF THIS GUARANTEE AGREEMENT, TO THE EXTENT
THAT THEY RESTRICT THE DUTIES AND LIABILITIES OF THE GUARANTEE TRUSTEE OTHERWISE
EXISTING AT LAW OR IN EQUITY, ARE AGREED BY THE GUARANTOR AND THE HOLDERS TO
REPLACE SUCH OTHER DUTIES AND LIABILITIES OF THE GUARANTEE TRUSTEE.
(C)
NO PROVISION OF THIS GUARANTEE AGREEMENT
SHALL BE CONSTRUED TO RELIEVE THE GUARANTEE TRUSTEE FROM LIABILITY FOR ITS OWN
NEGLIGENT ACTION, NEGLIGENT FAILURE TO ACT OR OWN WILLFUL MISCONDUCT, EXCEPT
THAT:
(I)
THE GUARANTEE TRUSTEE SHALL NOT BE
LIABLE FOR ANY ERROR OF JUDGMENT MADE IN GOOD FAITH BY A RESPONSIBLE OFFICER OF
THE GUARANTEE TRUSTEE, UNLESS IT SHALL BE PROVED THAT THE GUARANTEE TRUSTEE WAS
NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS UPON WHICH SUCH JUDGMENT WAS MADE;
AND
(II)
THE GUARANTEE TRUSTEE SHALL NOT BE LIABLE
WITH RESPECT TO ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN
ACCORDANCE WITH THE DIRECTION OF THE HOLDERS OF NOT LESS THAN A MAJORITY IN
LIQUIDATION AMOUNT OF THE PREFERRED SECURITIES RELATING TO THE TIME, METHOD AND
PLACE OF CONDUCTING ANY PROCEEDING FOR ANY REMEDY AVAILABLE TO THE GUARANTEE
TRUSTEE, OR EXERCISING ANY TRUST OR POWER CONFERRED UPON THE GUARANTEE TRUSTEE
UNDER THIS GUARANTEE AGREEMENT.
SECTION 3.2
CERTAIN RIGHTS OF THE GUARANTEE TRUSTEE.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 3.1:
(I)
THE GUARANTEE TRUSTEE MAY CONCLUSIVELY
RELY AND SHALL BE FULLY PROTECTED IN ACTING OR REFRAINING FROM ACTING IN GOOD
FAITH AND IN ACCORDANCE WITH THE TERMS HEREOF UPON ANY RESOLUTION, CERTIFICATE,
STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, DIRECTION, CONSENT,
ORDER, BOND, DEBENTURE, NOTE, OTHER EVIDENCE OF INDEBTEDNESS OR OTHER PAPER OR
DOCUMENT REASONABLY BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED, SENT
OR PRESENTED BY THE PROPER PARTY OR