SENT TO THE
TRUSTEE, THE TRUSTEE MAY CONCLUSIVELY RELY ON ITS FAILURE TO RECEIVE SUCH NOTICE
AS REASON TO ACT AS IF NO SUCH EVENT OCCURRED UNLESS A RESPONSIBLE OFFICER OF
THE TRUSTEE HAS ACTUAL KNOWLEDGE THEREOF OR UNLESS THE TRUSTEE HAS OTHERWISE
RECEIVED WRITTEN NOTICE THEREOF; AND
(G)
THE TRUSTEE SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OF ANY EVENT OF
DEFAULT HEREUNDER UNLESS A RESPONSIBLE OFFICER OF THE TRUSTEE HAS ACTUAL
KNOWLEDGE THEREOF OR UNLESS THE TRUSTEE SHALL HAVE BEEN NOTIFIED IN WRITING OF
SUCH EVENT OF DEFAULT BY THE ISSUER OR A HOLDER OF NOTES.
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 reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
SECTION 7.02.
RELIANCE ON DOCUMENTS, OPINIONS, ETC.
EXCEPT AS OTHERWISE
PROVIDED IN SECTION 7.01:
(A)
THE TRUSTEE MAY CONCLUSIVELY RELY AND SHALL BE PROTECTED IN ACTING
UPON ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT,
NOTICE, REQUEST, CONSENT, ORDER, BOND, DEBENTURE, NOTE, COUPON OR OTHER PAPER OR
DOCUMENT (WHETHER IN ITS ORIGINAL OR FACSIMILE FORM) BELIEVED BY IT IN GOOD
FAITH 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 ISSUER MENTIONED
HEREIN SHALL BE SUFFICIENTLY EVIDENCED BY AN OFFICERS' CERTIFICATE (UNLESS OTHER
EVIDENCE IN RESPECT THEREOF BE HEREIN SPECIFICALLY PRESCRIBED); AND ANY
RESOLUTION OF THE BOARD OF DIRECTORS MAY BE EVIDENCED TO THE TRUSTEE BY A COPY
THEREOF CERTIFIED BY THE SECRETARY OR AN ASSISTANT SECRETARY OF THE ISSUER;
(C)
THE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS OWN SELECTION AND ANY
ADVICE OR OPINION OF COUNSEL SHALL BE FULL AND COMPLETE AUTHORIZATION AND
PROTECTION IN RESPECT OF ANY ACTION TAKEN OR OMITTED BY IT HEREUNDER IN GOOD
FAITH AND IN RELIANCE ON AND IN ACCORDANCE WITH SUCH ADVICE OR OPINION OF
COUNSEL;
37
(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 NOTEHOLDERS PURSUANT TO THE PROVISIONS OF THIS
INDENTURE, UNLESS SUCH NOTEHOLDERS SHALL HAVE OFFERED TO THE TRUSTEE REASONABLE
SECURITY OR INDEMNITY REASONABLY SATISFACTORY TO IT AGAINST THE COSTS, EXPENSES
AND LIABILITIES WHICH MAY BE INCURRED THEREIN OR THEREBY;
(E)
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, DIRECTION, CONSENT, ORDER, BOND, DEBENTURE OR
OTHER PAPER OR DOCUMENT, BUT THE TRUSTEE MAY MAKE SUCH FURTHER INQUIRY OR
INVESTIGATION INTO SUCH FACTS OR MATTERS AS IT MAY SEE FIT, AND, IF THE TRUSTEE
SHALL DETERMINE TO MAKE SUCH FURTHER INQUIRY OR INVESTIGATION,