OF THE COMPANY;
(C)
THE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS SELECTION AND ANY
ADVICE OR OPINION OF COUNSEL SHALL BE FULL AND COMPLETE AUTHORIZATION AND
PROTECTION IN RESPECT OF ANY ACTION TAKEN, SUFFERED OR OMITTED BY IT HEREUNDER
IN GOOD FAITH AND IN ACCORDANCE WITH SUCH ADVICE OR OPINION OF COUNSEL;
(D)
THE TRUSTEE SHALL BE UNDER NO OBLIGATION TO EXERCISE ANY OF THE
RIGHTS OR POWERS VESTED IN IT BY THIS INDENTURE AT THE REQUEST, ORDER OR
DIRECTION OF ANY OF THE SECURITYHOLDERS, PURSUANT TO THE PROVISIONS OF THIS
INDENTURE, UNLESS SUCH SECURITYHOLDERS SHALL HAVE OFFERED TO THE TRUSTEE
REASONABLE SECURITY OR INDEMNITY AGAINST THE COSTS, EXPENSES AND LIABILITIES
WHICH MAY BE INCURRED THEREIN OR THEREBY;
(E)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED BY
IT IN GOOD FAITH AND BELIEVED BY IT TO BE AUTHORIZED OR WITHIN THE DISCRETION OR
RIGHTS OR POWERS CONFERRED UPON IT BY THIS INDENTURE; NOTHING CONTAINED HEREIN
SHALL, HOWEVER, RELIEVE THE TRUSTEE OF THE OBLIGATION, UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT WITH RESPECT TO THE DEBENTURES (THAT HAS NOT BEEN CURED OR
WAIVED) TO EXERCISE WITH RESPECT TO DEBENTURES SUCH OF THE RIGHTS AND POWERS
VESTED IN IT BY THIS INDENTURE, AND TO USE THE SAME DEGREE OF CARE AND SKILL IN
THEIR EXERCISE, AS A PRUDENT MAN WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES
IN THE CONDUCT OF HIS OWN AFFAIRS;
30
(F)
THE 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, CONSENT, ORDER, APPROVAL, BOND, DEBENTURE,
COUPON OR OTHER PAPER OR DOCUMENT, UNLESS REQUESTED IN WRITING TO DO SO BY THE
HOLDERS OF NOT LESS THAN A MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE
OUTSTANDING DEBENTURES AFFECTED THEREBY; PROVIDED, HOWEVER, THAT IF THE PAYMENT
WITHIN A REASONABLE TIME TO THE TRUSTEE OF THE COSTS, EXPENSES OR LIABILITIES
LIKELY TO BE INCURRED BY IT IN THE MAKING OF SUCH INVESTIGATION IS, IN THE
OPINION OF THE TRUSTEE, NOT REASONABLY ASSURED TO THE TRUSTEE BY THE SECURITY
AFFORDED TO IT BY THE TERMS OF THIS INDENTURE, THE TRUSTEE MAY REQUIRE
REASONABLE INDEMNITY AGAINST SUCH EXPENSE OR LIABILITY AS A CONDITION TO SO
PROCEEDING;
(G)
THE TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS HEREUNDER OR
PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH AGENTS (INCLUDING
ANY AUTHENTICATING AGENT) OR ATTORNEYS, AND THE TRUSTEE SHALL NOT BE RESPONSIBLE
FOR ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF ANY SUCH AGENT OR ATTORNEY
APPOINTED BY IT WITH DUE CARE; AND
(H)
WITH THE EXCEPTIONS OF DEFAULTS UNDER SECTIONS 5.1(A) OR (B), THE
TRUSTEE SHALL NOT BE CHARGED WITH KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT
WITH RESPECT TO THE DEBENTURES UNLESS A WRITTEN NOTICE OF SUCH DEFAULT OR EVENT
OF DEFAULT SHALL HAVE BEEN GIVEN TO THE TRUSTEE BY THE COMPANY OR ANY OTHER
OBLIGOR ON THE DEBENTURES OR BY ANY HOLDER OF THE