AN EVENT
OF DEFAULT,
(A)
THE TRUSTEE UNDERTAKES TO PERFORM SUCH DUTIES
AND ONLY SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS INDENTURE, AND NO
IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ INTO THIS INDENTURE AGAINST THE
TRUSTEE; AND
(B)
IN THE ABSENCE OF BAD FAITH ON ITS PART, THE
TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE
CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON 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, BUT NOT TO VERIFY THE CONTENTS
THEREOF.
(2)
IN CASE AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, THE TRUSTEE SHALL EXERCISE SUCH OF THE RIGHTS AND POWERS
VESTED IN IT BY THIS INDENTURE, AND USE THE SAME DEGREE OF CARE AND SKILL IN
THEIR EXERCISE, AS A PRUDENT MAN WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES
IN THE CONDUCT OF HIS OWN AFFAIRS.
(3)
NO PROVISION OF THIS INDENTURE SHALL BE
CONSTRUED TO RELIEVE THE TRUSTEE FROM LIABILITY FOR ITS OWN NEGLIGENT ACTION,
ITS OWN NEGLIGENT FAILURE TO ACT, OR ITS OWN WILLFUL MISCONDUCT, EXCEPT THAT
(A)
THIS PARAGRAPH (3) SHALL NOT BE CONSTRUED TO
LIMIT THE EFFECT OF PARAGRAPH (1) OF THIS SECTION;
(B)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR
OF JUDGMENT MADE IN GOOD FAITH BY A RESPONSIBLE OFFICER, UNLESS IT SHALL BE
PROVED THAT THE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS;
(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 HOLDERS OF A MAJORITY IN PRINCIPAL AMOUNT OF THE
OUTSTANDING SECURITIES 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; AND
54
(D)
NO PROVISION OF THIS INDENTURE SHALL REQUIRE
THE TRUSTEE TO EXPEND OR RISK ITS OWN FUNDS OR OTHERWISE INCUR ANY FINANCIAL
LIABILITY IN THE PERFORMANCE OF ANY OF ITS DUTIES HEREUNDER, OR IN THE EXERCISE
OF ANY OF ITS RIGHTS OR POWERS, IF IT SHALL HAVE REASONABLE GROUNDS FOR
BELIEVING THAT REPAYMENT OF SUCH FUNDS OR ADEQUATE INDEMNITY AGAINST SUCH RISK
OR LIABILITY IS NOT REASONABLY ASSURED TO IT.
(4)
WHETHER OR NOT THEREIN EXPRESSLY SO
PROVIDED, EVERY PROVISION OF THIS INDENTURE RELATING TO THE CONDUCT OR AFFECTING
THE LIABILITY OF OR AFFORDING PROTECTION TO THE TRUSTEE SHALL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION AND THE TRUST INDENTURE ACT.
Section 6.2
Notice
of Defaults
Within 90 days after the occurrence of any default hereunder as to which the
Trustee has received written notice, the Trustee shall give