SHALL BE SUFFICIENTLY EVIDENCED BY AN OFFICERS'
CERTIFICATE (UNLESS OTHER EVIDENCE IN RESPECT THEREOF BE HEREIN SPECIFICALLY
PRESCRIBED); AND ANY BOARD RESOLUTION MAY BE EVIDENCED TO THE TRUSTEE BY A COPY
THEREOF CERTIFIED BY THE SECRETARY OR AN ASSISTANT SECRETARY 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;
(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