LIABILITY OR
EXPENSE.
(H)
THE TRUSTEE SHALL NOT BE DEEMED TO HAVE NOTICE OR BE CHARGED WITH
KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT UNLESS A RESPONSIBLE OFFICER OF THE
TRUSTEE HAS ACTUAL KNOWLEDGE THEREOF OR SHALL HAVE RECEIVED FROM THE COMPANY OR
FROM HOLDERS OF NOTES EVIDENCING NOT LESS THAN TWENTY-FIVE PERCENT (25%) OF THE
THEN OUTSTANDING NOTES, WRITTEN NOTICE THEREOF AT ITS ADDRESS SET FORTH IN
SECTION 12.03 AND SUCH NOTICE REFERENCES THE NOTES AND THIS INDENTURE.
(I)
ANY REQUEST OR DIRECTION OF THE COMPANY MENTIONED HEREIN SHALL BE
SUFFICIENTLY EVIDENCED BY A COMPANY ORDER AND ANY RESOLUTION OF THE BOARD OF
DIRECTORS MAY BE SUFFICIENTLY EVIDENCED BY A BOARD RESOLUTION.
(J)
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 SOLE COST OF THE COMPANY AND SHALL INCUR NO LIABILITY OR ADDITIONAL
LIABILITY OF ANY KIND BY REASON OF SUCH INQUIRY OR INVESTIGATION.
(K)
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.
(L)
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.
(M)
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.
44
(N)
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.
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 Company or its Affiliates with the same rights it
would have if it were not the Trustee.
Any Agent may do the same with like
rights.
However, the Trustee is subject to Trust Indenture Act
Sections 310(b) and 311.
Section 7.04
Trustee's Disclaimer.
The Trustee (i) makes no
representation as to the validity or