(d):
(A)
IN THE ABSENCE OF BAD FAITH ON ITS PART, THE TRUSTEE MAY RELY, AND
WILL BE PROTECTED IN ACTING OR REFRAINING FROM ACTING, UPON ANY RESOLUTION,
CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, DIRECTION,
CONSENT, ORDER, BOND, DEBENTURE, NOTE, OTHER EVIDENCE OF INDEBTEDNESS OR OTHER
PAPER OR DOCUMENT BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED OR
PRESENTED BY THE PROPER PERSON.
THE TRUSTEE NEED NOT INVESTIGATE ANY FACT OR
MATTER STATED IN THE DOCUMENT, BUT, IN THE CASE OF ANY DOCUMENT WHICH IS
SPECIFICALLY REQUIRED TO BE FURNISHED TO THE TRUSTEE PURSUANT TO ANY PROVISION
HEREOF, THE TRUSTEE SHALL EXAMINE THE DOCUMENT TO DETERMINE WHETHER IT CONFORMS
TO THE REQUIREMENTS OF THE INDENTURE (BUT NEED NOT CONFIRM OR INVESTIGATE THE
ACCURACY OF MATHEMATICAL CALCULATIONS OR OTHER FACTS STATED THEREIN).
THE
TRUSTEE, IN ITS DISCRETION, MAY MAKE FURTHER INQUIRY OR INVESTIGATION INTO SUCH
FACTS OR MATTERS AS IT SEES FIT.
(B)
BEFORE THE TRUSTEE ACTS OR REFRAINS FROM ACTING, IT MAY REQUIRE AN
OFFICERS' CERTIFICATE OR AN OPINION OF COUNSEL OR BOTH CONFORMING TO
SECTION 12.06 AND THE TRUSTEE WILL NOT BE LIABLE FOR ANY ACTION IT TAKES OR
OMITS TO TAKE IN GOOD FAITH IN RELIANCE ON THE CERTIFICATE OR OPINION.
(C)
THE TRUSTEE MAY EXECUTE ANY OF THE RIGHTS OR POWERS HEREUNDER OR
PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH ITS ATTORNEYS AND
AGENTS AND WILL NOT BE RESPONSIBLE FOR THE MISCONDUCT OR NEGLIGENCE OF ANY AGENT
APPOINTED WITH DUE CARE.
(D)
THE TRUSTEE WILL BE UNDER NO OBLIGATION TO EXERCISE ANY OF THE
RIGHTS OR POWERS VESTED IN IT BY THE INDENTURE AT THE REQUEST OR DIRECTION OF
ANY OF THE HOLDERS, UNLESS SUCH HOLDERS HAVE OFFERED TO THE TRUSTEE SECURITY OR
INDEMNITY SATISFACTORY TO IT AGAINST THE COSTS, EXPENSES AND LIABILITIES THAT
MIGHT BE INCURRED BY IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION.
43
(E)
THE TRUSTEE WILL NOT BE LIABLE FOR ANY ACTION IT TAKES OR OMITS TO
TAKE IN GOOD FAITH THAT IT BELIEVES TO BE AUTHORIZED OR WITHIN ITS RIGHTS OR
POWERS OR FOR ANY ACTION IT TAKES OR OMITS TO TAKE IN ACCORDANCE WITH THE
DIRECTION OF THE HOLDERS IN ACCORDANCE WITH SECTION 6.05 RELATING TO THE TIME,
METHOD AND PLACE OF CONDUCTING ANY PROCEEDING FOR ANY REMEDY AVAILABLE TO THE
TRUSTEE, OR EXERCISING ANY TRUST OR POWER CONFERRED UPON THE TRUSTEE, UNDER THE
INDENTURE.
(F)
THE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS SELECTION, AND THE
ADVICE OF SUCH COUNSEL OR ANY OPINION OF COUNSEL WILL 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.
(G)
NO PROVISION OF THE INDENTURE WILL REQUIRE THE TRUSTEE TO EXPEND
OR RISK ITS OWN FUNDS OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE
PERFORMANCE OF ITS DUTIES HEREUNDER, OR IN THE EXERCISE OF ITS RIGHTS OR POWERS,
UNLESS IT RECEIVES INDEMNITY SATISFACTORY TO IT AGAINST ANY LOSS,