OR PRESENTED BY THE PROPER PARTY OR PARTIES;
(B)
ANY REQUEST OR DIRECTION OF THE COMPANY MENTIONED HEREIN SHALL BE
SUFFICIENTLY EVIDENCED BY A COMPANY REQUEST OR COMPANY ORDER AND ANY RESOLUTION
OF THE BOARD OF DIRECTORS MAY BE SUFFICIENTLY EVIDENCED BY A BOARD RESOLUTION;
(C)
WHENEVER IN THE ADMINISTRATION OF THIS INDENTURE THE TRUSTEE SHALL
DEEM IT DESIRABLE THAT A MATTER BE PROVED OR ESTABLISHED PRIOR TO TAKING,
SUFFERING OR OMITTING ANY ACTION HEREUNDER, THE TRUSTEE (UNLESS OTHER EVIDENCE
BE HEREIN SPECIFICALLY PRESCRIBED) MAY, IN THE ABSENCE OF BAD FAITH ON ITS PART,
RELY UPON AN OFFICERS' CERTIFICATE;
(D)
THE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS SELECTION AND THE
ADVICE OF SUCH COUNSEL OR ANY 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 RELIANCE THEREON;
(E)
THE TRUSTEE SHALL BE UNDER NO OBLIGATION TO EXERCISE ANY OF THE
RIGHTS OR POWERS VESTED IN IT BY THIS INDENTURE AT THE REQUEST OR DIRECTION OF
ANY OF THE HOLDERS PURSUANT TO THIS INDENTURE, UNLESS SUCH HOLDERS SHALL HAVE
OFFERED TO THE TRUSTEE SECURITY OR INDEMNITY REASONABLY SATISFACTORY TO IT
AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH MIGHT BE INCURRED BY IT IN
COMPLIANCE WITH SUCH REQUEST OR DIRECTION;
(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, DIRECTION, CONSENT, ORDER, BOND, DEBENTURE,
NOTE, OTHER EVIDENCE OF INDEBTEDNESS OR OTHER PAPER OR DOCUMENT, BUT THE
TRUSTEE, IN ITS DISCRETION, 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, IT SHALL BE ENTITLED TO EXAMINE THE
BOOKS, RECORDS AND PREMISES OF THE COMPANY, PERSONALLY OR BY AGENT OR ATTORNEY
AT THE EXPENSE OF THE COMPANY AND SHALL INCUR NO LIABILITY OR ADDITIONAL
LIABILITY OF ANY KIND BY REASON OF SUCH INQUIRY OR INVESTIGATION;
(G)
THE TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS HEREUNDER OR
PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH AGENTS OR
ATTORNEYS AND THE TRUSTEE SHALL NOT BE RESPONSIBLE FOR ANY MISCONDUCT OR
NEGLIGENCE ON THE PART OF ANY AGENT OR ATTORNEY APPOINTED WITH DUE CARE BY IT
HEREUNDER;
55
(H)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION TAKEN, SUFFERED, OR
OMITTED TO BE TAKEN BY IT IN GOOD FAITH AND REASONABLY BELIEVED BY IT TO BE
AUTHORIZED OR WITHIN THE DISCRETION OR RIGHTS OR POWERS CONFERRED UPON IT BY
THIS INDENTURE;
(I)
IN NO EVENT SHALL THE TRUSTEE BE RESPONSIBLE OR LIABLE FOR
SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT) IRRESPECTIVE OF WHETHER THE
TRUSTEE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS
OF THE FORM OF ACTION;
(J)
THE TRUSTEE SHALL NOT BE DEEMED