BY IT IN ACCORDANCE WITH
THE TERMS HEREOF.
THE INDENTURE TRUSTEE IN ITS INDIVIDUAL CAPACITY SHALL NOT BE
ANSWERABLE OR ACCOUNTABLE UNDER ANY CIRCUMSTANCES, EXCEPT FOR ITS OWN WILLFUL
MISCONDUCT OR NEGLIGENCE OR BAD FAITH OR BREACH OF ITS REPRESENTATIONS,
WARRANTIES AND/OR COVENANTS AND THE INDENTURE TRUSTEE SHALL NOT BE LIABLE FOR
ANY ACTION OR INACTION OF WEST OR ANY OTHER PARTIES TO ANY OF THE RELATED
DOCUMENTS.
SECTION 6.02
ABSENCE OF DUTIES. THE INDENTURE TRUSTEE SHALL HAVE NO DUTY TO
ASCERTAIN OR INQUIRE AS TO THE PERFORMANCE OR OBSERVANCE OF ANY COVENANTS,
CONDITIONS OR AGREEMENTS ON THE PART OF ANY LESSEE.
NOTWITHSTANDING THE
FOREGOING, THE INDENTURE TRUSTEE, UPON WRITTEN REQUEST, SHALL FURNISH TO ANY
NOTEHOLDER, PROMPTLY UPON RECEIPT THEREOF, DUPLICATES OR COPIES OF ALL REPORTS,
NOTICES, REQUESTS, DEMANDS, CERTIFICATES, FINANCIAL STATEMENTS AND OTHER
INSTRUMENTS FURNISHED TO THE INDENTURE TRUSTEE UNDER THIS INDENTURE.
SECTION 6.03
REPRESENTATIONS OR WARRANTIES. THE INDENTURE TRUSTEE DOES NOT
MAKE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO
THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THIS INDENTURE, THE NOTES, ANY OTHER
SECURITIES OR ANY OTHER DOCUMENT OR INSTRUMENT OR AS TO THE CORRECTNESS OF ANY
STATEMENT CONTAINED IN ANY THEREOF, EXCEPT THAT THE INDENTURE TRUSTEE IN ITS
INDIVIDUAL CAPACITY HEREBY REPRESENTS AND WARRANTS (I) THAT EACH SUCH SPECIFIED
DOCUMENT TO WHICH IT IS A PARTY HAS BEEN OR WILL BE DULY EXECUTED AND DELIVERED
BY ONE OF ITS OFFICERS WHO IS AND WILL BE DULY AUTHORIZED TO EXECUTE AND DELIVER
SUCH DOCUMENT ON ITS BEHALF, AND (II) THIS INDENTURE IS THE LEGAL, VALID AND
BINDING OBLIGATION OF DEUTSCHE BANK TRUST COMPANY AMERICAS, ENFORCEABLE AGAINST
DEUTSCHE BANK TRUST COMPANY AMERICAS IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR SIMILAR LAW AFFECTING CREDITORS' RIGHTS GENERALLY.
SECTION 6.04
RELIANCE; AGENTS; ADVICE OF COUNSEL. THE INDENTURE TRUSTEE SHALL
INCUR NO LIABILITY TO ANYONE ACTING UPON ANY SIGNATURE, INSTRUMENT, NOTICE,
RESOLUTION, REQUEST, CONSENT, ORDER, CERTIFICATE, REPORT, OPINION, BOND OR OTHER
DOCUMENT OR PAPER BELIEVED BY IT TO BE GENUINE AND BELIEVED BY IT TO BE SIGNED
BY THE PROPER PARTY OR PARTIES.
THE INDENTURE TRUSTEE MAY ACCEPT A COPY OF A
RESOLUTION OF, IN THE CASE OF WEST, THE CONTROLLING TRUSTEES AND, IN THE CASE OF
ANY OTHER PARTY TO ANY RELATED DOCUMENT, THE GOVERNING BODY OF SUCH PERSON,
CERTIFIED IN AN ACCOMPANYING OFFICER'S CERTIFICATE AS DULY ADOPTED AND IN FULL
FORCE AND EFFECT, AS CONCLUSIVE EVIDENCE THAT SUCH RESOLUTION HAS BEEN DULY
ADOPTED AND THAT THE SAME IS IN FULL FORCE AND EFFECT.
AS TO ANY FACT OR MATTER
THE MANNER OF ASCERTAINMENT OF WHICH IS NOT SPECIFICALLY DESCRIBED HEREIN, THE
INDENTURE TRUSTEE SHALL BE ENTITLED TO RECEIVE AND MAY FOR ALL PURPOSES HEREOF
CONCLUSIVELY RELY ON A CERTIFICATE, SIGNED BY AN OFFICER OF ANY DULY AUTHORIZED
PERSON, AS TO SUCH FACT OR MATTER, AND SUCH CERTIFICATE SHALL CONSTITUTE FULL
PROTECTION TO THE INDENTURE TRUSTEE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN
BY IT