WITH RESPECT TO
DEBENTURES AND AFTER THE CURING OR WAIVING OF ALL EVENTS OF DEFAULT WHICH MAY
HAVE OCCURRED
(1)
THE DUTIES AND OBLIGATIONS OF THE TRUSTEE WITH RESPECT TO
DEBENTURES SHALL BE DETERMINED SOLELY BY THE EXPRESS PROVISIONS OF THIS
INDENTURE, AND THE TRUSTEE SHALL NOT BE LIABLE EXCEPT FOR THE PERFORMANCE OF
SUCH DUTIES AND OBLIGATIONS WITH RESPECT TO THE DEBENTURES AS ARE SPECIFICALLY
SET FORTH IN THIS INDENTURE, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE
READ INTO THIS INDENTURE AGAINST THE TRUSTEE, AND
(2)
IN THE ABSENCE OF BAD FAITH ON THE PART OF THE TRUSTEE, THE
TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE
CORRECTNESS OF THE OPINIONS
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EXPRESSED THEREIN, UPON ANY CERTIFICATES OR OPINIONS FURNISHED TO THE TRUSTEE
AND CONFORMING TO THE REQUIREMENTS OF THIS INDENTURE; BUT, IN THE CASE OF ANY
SUCH CERTIFICATES OR OPINIONS WHICH BY ANY PROVISION HEREOF ARE SPECIFICALLY
REQUIRED TO BE FURNISHED TO THE TRUSTEE, THE TRUSTEE SHALL BE UNDER A DUTY TO
EXAMINE THE SAME TO DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS OF
THIS INDENTURE;
(B)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT MADE IN
GOOD FAITH BY A RESPONSIBLE OFFICER OR OFFICERS OF THE TRUSTEE, UNLESS IT SHALL
BE PROVED THAT THE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS;
AND
(C)
THE TRUSTEE SHALL NOT BE LIABLE WITH RESPECT TO ANY ACTION TAKEN
OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH, IN ACCORDANCE WITH THE DIRECTION OF
THE SECURITYHOLDERS PURSUANT TO SECTION 5.7, 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 THIS INDENTURE.
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 ground for believing that the repayment of such funds or
liability is not assured to it under the terms of this Indenture or indemnity
satisfactory to the Trustee against such risk is not reasonably assured to it.
SECTION 6.2.
RELIANCE ON DOCUMENTS, OPINIONS, ETC.
EXCEPT AS
OTHERWISE PROVIDED IN SECTION 6.1:
(A)
THE TRUSTEE MAY CONCLUSIVELY RELY AND SHALL BE FULLY PROTECTED IN
ACTING OR REFRAINING FROM ACTING UPON ANY RESOLUTION, CERTIFICATE, STATEMENT,
INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, CONSENT, ORDER, BOND, NOTE,
DEBENTURE OR OTHER PAPER OR DOCUMENT BELIEVED BY IT 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 COMPANY MENTIONED
HEREIN SHALL BE SUFFICIENTLY EVIDENCED BY AN OFFICERS' CERTIFICATE (UNLESS OTHER
EVIDENCE IN RESPECT THEREOF BE HEREIN SPECIFICALLY PRESCRIBED); AND ANY BOARD
RESOLUTION MAY BE EVIDENCED TO THE TRUSTEE BY A COPY THEREOF CERTIFIED BY THE
SECRETARY OR AN ASSISTANT SECRETARY