RIGHTS OR
POWERS; PROVIDED, HOWEVER, THAT THE TRUSTEE'S CONDUCT DOES NOT CONSTITUTE WILFUL
MISCONDUCT OR NEGLIGENCE.
(E)
THE TRUSTEE MAY CONSULT WITH COUNSEL, AND THE ADVICE OR OPINION OF
COUNSEL WITH RESPECT TO LEGAL MATTERS RELATING TO THIS INDENTURE AND THE
SECURITIES SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION FROM
LIABILITY IN RESPECT TO ANY ACTION TAKEN, OMITTED OR SUFFERED BY IT HEREUNDER IN
GOOD FAITH AND IN ACCORDANCE WITH THE ADVICE OR OPINION OF SUCH COUNSEL.
(F)
THE TRUSTEE SHALL AT NO TIME HAVE ANY RESPONSIBILITY OR LIABILITY
FOR OR WITH RESPECT TO THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY
COLLATERAL OR ANY ARRANGEMENT OR AGREEMENT BETWEEN THE COMPANY, THE GUARANTOR
AND ANY OTHER PERSON WITH RESPECT THERETO, OR THE PERFECTION OR PRIORITY OF ANY
SECURITY INTEREST CREATED IN ANY OF THE COLLATERAL OR MAINTENANCE OF ANY
PERFECTION AND PRIORITY, OR FOR OR WITH RESPECT TO THE SUFFICIENCY OF THE
COLLATERAL FOLLOWING AN EVENT OF DEFAULT, IN EACH CASE OTHER THAN AS EXPRESSLY
SET FORTH IN ARTICLE 11.
(G)
THE PERMISSIVE RIGHTS OF THE TRUSTEE ENUMERATED HEREIN SHALL NOT
BE CONSTRUED AS DUTIES.
80
(H)
SUBJECT TO SECTION 7.01(B)(2), 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, NOTE OR OTHER PAPER DOCUMENT, BUT THE TRUSTEE
MAY, IN ITS DISCRETION, MAKE SUCH FURTHER INQUIRY OR INVESTIGATION INTO SUCH
FACTS OR MATTERS AS IT MAY SEE FIT.
(I)
IN NO EVENT SHALL THE TRUSTEE BE LIABLE, DIRECTLY OR INDIRECTLY,
FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF THE TRUSTEE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(J)
THE TRUSTEE MAY REQUEST THAT THE COMPANY OR ANY GUARANTOR DELIVER
AN INCUMBENCY CERTIFICATE SETTING FORTH THE NAMES OF INDIVIDUALS OR TITLES OF
OFFICERS AUTHORIZED AT SUCH TIME TO TAKE SPECIFIED ACTIONS PURSUANT TO THIS
INDENTURE, WHICH INCUMBENCY CERTIFICATE MAY BE SIGNED BY ANY PERSON AUTHORIZED
TO SIGN AN INCUMBENCY CERTIFICATE, INCLUDING ANY PERSON SPECIFIED AS SO
AUTHORIZED IN ANY SUCH OFFICERS' CERTIFICATE PREVIOUSLY DELIVERED AND NOT
SUPERSEDED.
(K)
THE RIGHTS, PRIVILEGES, PROTECTIONS, IMMUNITIES AND BENEFITS
PROVIDED TO THE TRUSTEE HEREUNDER (INCLUDING ITS RIGHT TO BE INDEMNIFIED) ARE
EXTENDED TO, AND SHALL BE ENFORCEABLE BY, THE TRUSTEE IN ITS CAPACITY AS TRUSTEE
HEREUNDER AND TO EACH OF ITS AGENTS, CUSTODIANS AND OTHER PERSONS DULY EMPLOYED
BY THE TRUSTEE.
(L)
THE TRUSTEE SHALL NOT BE DEEMED TO HAVE NOTICE OR BE CHARGED WITH
KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT UNLESS A TRUST OFFICER SHALL HAVE
RECEIVED NOTICE THEREOF IN ACCORDANCE WITH SECTION 12.02 (AND SUCH NOTICE
REFERENCES THE SECURITIES AND THIS INDENTURE). IN THE ABSENCE OF ANY SUCH
NOTICE, THE TRUSTEE MAY CONCLUSIVELY ASSUME THAT NO SUCH DEFAULT OR EVENT OF
DEFAULT EXISTS.
SECTION 7.03.
Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its