of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:
(A)
PRIOR TO THE OCCURRENCE OF AN EVENT OF
DEFAULT WITH RESPECT TO DEBENTURES AND AFTER THE CURING OR WAIVING OF ALL EVENTS
OF DEFAULT WHICH MAY HAVE OCCURRED
(1)
THE DUTIES AND OBLIGATIONS OF THE TRUSTEE
WITH RESPECT TO DEBENTURES SHALL BE DETERMINED SOLELY BY THE EXPRESS PROVISIONS
OF THIS INDENTURE, AND THE TRUSTEE SHALL NOT BE LIABLE EXCEPT FOR THE
PERFORMANCE OF SUCH DUTIES AND OBLIGATIONS WITH RESPECT TO THE DEBENTURES AS ARE
SPECIFICALLY SET FORTH IN THIS INDENTURE, AND NO IMPLIED COVENANTS OR
OBLIGATIONS SHALL BE READ INTO THIS INDENTURE AGAINST THE TRUSTEE, AND
(2)
IN THE ABSENCE OF BAD FAITH ON THE PART OF
THE TRUSTEE, THE TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE
STATEMENTS AND THE CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON ANY
CERTIFICATES OR OPINIONS FURNISHED TO THE TRUSTEE AND CONFORMING TO THE
REQUIREMENTS OF THIS INDENTURE; BUT, IN THE CASE OF ANY SUCH CERTIFICATES OR
OPINIONS WHICH BY ANY PROVISION HEREOF ARE SPECIFICALLY REQUIRED TO BE FURNISHED
TO THE TRUSTEE, THE TRUSTEE SHALL BE UNDER A DUTY TO EXAMINE THE SAME TO
DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS OF THIS INDENTURE;
(B)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY
ERROR OF JUDGMENT MADE IN GOOD FAITH BY A RESPONSIBLE OFFICER OR OFFICERS OF THE
TRUSTEE, UNLESS IT SHALL BE PROVED THAT THE TRUSTEE WAS NEGLIGENT IN
ASCERTAINING THE PERTINENT FACTS; AND
(C)
THE 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 SECURITYHOLDERS PURSUANT TO SECTION 5.7,
RELATING TO THE TIME, METHOD AND PLACE OF CONDUCTING ANY PROCEEDING FOR ANY
REMEDY AVAILABLE TO THE TRUSTEE, OR EXERCISING ANY TRUST OR POWER CONFERRED UPON
THE TRUSTEE, UNDER THIS INDENTURE.
None of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its rights or
powers, if there is ground for believing that the repayment of such funds or
liability is not assured to it under the terms of this Indenture or indemnity
satisfactory to the Trustee against such risk is not reasonably assured to it.
Section 6.2.
Reliance on Documents, Opinions,
etc. Except as otherwise provided in Section 6.1:
(A)
THE TRUSTEE MAY CONCLUSIVELY RELY AND SHALL
BE FULLY PROTECTED IN ACTING OR REFRAINING FROM ACTING UPON ANY RESOLUTION,
CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, CONSENT,
ORDER,
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BOND, NOTE, DEBENTURE OR OTHER PAPER OR DOCUMENT BELIEVED BY IT TO BE GENUINE
AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PARTY OR PARTIES;
(B)
ANY REQUEST, DIRECTION, ORDER OR DEMAND OF
THE COMPANY MENTIONED HEREIN