AUTHORIZATION AND PROTECTION FROM LIABILITY IN RESPECT OF ANY ACTION TAKEN,
SUFFERED OR OMITTED BY IT HEREUNDER IN GOOD FAITH AND IN RELIANCE THEREON.
(C)
THE TRUSTEE MAY ACT THROUGH ITS ATTORNEYS
AND AGENTS AND SHALL NOT BE RESPONSIBLE FOR THE MISCONDUCT OR NEGLIGENCE OF ANY
AGENT APPOINTED WITH DUE CARE.
(D)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY
ACTION IT TAKES OR OMITS TO TAKE IN GOOD FAITH WHICH IT BELIEVES TO BE
AUTHORIZED OR WITHIN ITS RIGHTS OR POWERS CONFERRED UPON IT BY THIS INDENTURE.
(E)
UNLESS OTHERWISE SPECIFICALLY PROVIDED IN
THIS INDENTURE, ANY DEMAND, REQUEST, DIRECTION OR NOTICE FROM AN ISSUER SHALL BE
SUFFICIENT IF SIGNED BY AN OFFICER OF SUCH ISSUER.
(F)
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 UNLESS SUCH HOLDERS SHALL HAVE
OFFERED TO THE TRUSTEE SECURITY OR INDEMNITY REASONABLY SATISFACTORY TO IT
AGAINST THE COSTS, EXPENSES AND LIABILITIES THAT MIGHT BE INCURRED BY IT IN
COMPLIANCE WITH SUCH REQUEST OR DIRECTION.
47
(G)
EXCEPT WITH RESPECT TO SECTION 4.01 HEREOF,
THE TRUSTEE SHALL HAVE NO DUTY TO INQUIRE AS TO THE PERFORMANCE OF THE ISSUERS'
COVENANTS IN ARTICLE 4.
IN ADDITION, THE TRUSTEE SHALL NOT BE DEEMED TO HAVE
KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT EXCEPT (I) ANY EVENT OF DEFAULT
OCCURRING PURSUANT TO SECTIONS 4.01, 6.01(A) AND 6.01(B) HEREOF OR (II) ANY
DEFAULT OR EVENT OF DEFAULT OF WHICH THE TRUSTEE SHALL HAVE RECEIVED WRITTEN
NOTIFICATION OR OBTAINED ACTUAL KNOWLEDGE.
(H)
DELIVERY OF REPORTS, INFORMATION AND
DOCUMENTS TO THE TRUSTEE UNDER SECTION 4.03 HEREOF IS FOR INFORMATIONAL PURPOSES
ONLY AND THE TRUSTEE'S RECEIPT OF THE FOREGOING SHALL NOT CONSTITUTE
CONSTRUCTIVE NOTICE OF ANY INFORMATION CONTAINED THEREIN OR DETERMINABLE FROM
INFORMATION CONTAINED THEREIN, INCLUDING THE ISSUERS' COMPLIANCE WITH ANY OF ITS
COVENANTS HEREUNDER (AS TO WHICH THE TRUSTEE IS ENTITLED TO RELY EXCLUSIVELY ON
OFFICERS' CERTIFICATES).
(I)
THE RIGHTS, PRIVILEGES, PROTECTIONS,
IMMUNITIES AND BENEFITS GIVEN TO THE TRUSTEE, INCLUDING, WITHOUT LIMITATION, ITS
RIGHT TO BE INDEMNIFIED, ARE EXTENDED TO, AND SHALL BE ENFORCEABLE BY, THE
TRUSTEE IN EACH OF ITS CAPACITIES HEREUNDER, AND EACH AGENT, CUSTODIAN AND OTHER
PERSON EMPLOYED TO ACT HEREUNDER;
(J)
THE TRUSTEE MAY REQUEST THAT THE COMPANY
DELIVER A CERTIFICATE SETTING FORTH THE NAMES OF INDIVIDUALS AND/OR TITLES OF
OFFICERS AUTHORIZED AT SUCH TIME TO TAKE SPECIFIED ACTIONS PURSUANT TO THIS
INDENTURE; AND
(K)
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.
SECTION 7.03.
INDIVIDUAL RIGHTS OF
TRUSTEE.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of