EVENT OF DEFAULT WITH RESPECT TO THE DEBT SECURITIES
UNLESS EITHER (1) A RESPONSIBLE OFFICER SHALL HAVE ACTUAL KNOWLEDGE OF SUCH
DEFAULT OR EVENT OF DEFAULT OR (2) WRITTEN NOTICE OF SUCH DEFAULT OR EVENT OF
DEFAULT SHALL HAVE BEEN GIVEN TO THE TRUSTEE BY THE COMPANY OR ANY OTHER OBLIGOR
ON THE DEBT SECURITIES OR BY ANY HOLDER OF THE DEBT SECURITIES, EXCEPT THAT THE
TRUSTEE SHALL BE DEEMED TO HAVE KNOWLEDGE OF ANY EVENT OF DEFAULT PURSUANT TO
SECTIONS 5.01(A) OR 5.01(B) HEREOF (OTHER THAN AN EVENT OF DEFAULT RESULTING
FROM THE DEFAULT IN THE PAYMENT OF ADDITIONAL AMOUNTS IF THE TRUSTEE DOES NOT
HAVE ACTUAL KNOWLEDGE OR WRITTEN NOTICE THAT SUCH PAYMENT IS DUE AND PAYABLE) .
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.
SECTION 6.02
RELIANCE ON
DOCUMENTS, OPINIONS, ETC.
Except as otherwise provided in Section 6.01:
(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 IN GOOD
FAITH 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 OF THE COMPANY;
(C)
THE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS
SELECTION AND ANY ADVICE OR OPINION OF COUNSEL SHALL BE FULL AND COMPLETE
AUTHORIZATION AND PROTECTION IN RESPECT OF ANY ACTION TAKEN, SUFFERED OR OMITTED
BY IT HEREUNDER IN GOOD FAITH AND IN ACCORDANCE WITH SUCH ADVICE OR OPINION OF
COUNSEL;
(D)
THE TRUSTEE SHALL BE UNDER NO OBLIGATION TO
EXERCISE ANY OF THE RIGHTS OR POWERS VESTED IN IT BY THIS INDENTURE AT THE
REQUEST, ORDER OR DIRECTION OF ANY OF THE SECURITYHOLDERS, PURSUANT TO THE
PROVISIONS OF THIS INDENTURE, UNLESS SUCH SECURITYHOLDERS SHALL HAVE OFFERED TO
THE TRUSTEE REASONABLE SECURITY OR INDEMNITY AGAINST THE COSTS, EXPENSES AND
LIABILITIES WHICH MAY BE INCURRED THEREIN OR THEREBY;
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(E)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY
ACTION TAKEN OR OMITTED 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; NOTHING CONTAINED HEREIN SHALL, HOWEVER, RELIEVE THE TRUSTEE OF
THE OBLIGATION, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT WITH RESPECT TO THE
DEBT SECURITIES (WHICH HAS NOT BEEN CURED OR WAIVED) TO EXERCISE WITH RESPECT TO
THE DEBT SECURITIES SUCH OF THE RIGHTS AND POWERS VESTED IN IT BY