TAKEN, OMITTED OR SUFFERED BY IT HEREUNDER IN GOOD FAITH AND IN ACCORDANCE WITH
THE ADVICE OR OPINION OF SUCH COUNSEL.
(6)
THE TRUSTEE SHALL BE UNDER NO OBLIGATION TO
EXERCISE ANY OF THE RIGHTS OR POWERS VESTED IN IT BY THIS INDENTURE OR TO
INSTITUTE, CONDUCT OR DEFEND ANY LITIGATION HEREUNDER OR IN RELATION HERETO AT
THE REQUEST OR DIRECTION OF ANY OF THE HOLDERS PURSUANT TO THIS INDENTURE,
UNLESS SUCH HOLDERS SHALL HAVE OFFERED TO THE TRUSTEE SECURITY OR INDEMNITY
SATISFACTORY TO THE TRUSTEE AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH
MIGHT BE INCURRED BY IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION.
(7)
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.
THE
50
REASONABLE EXPENSE OF EVERY SUCH EXAMINATION SHALL BE PAID BY THE COMPANY OR, IF
PAID BY THE TRUSTEE, SHALL BE REPAID BY THE COMPANY UPON DEMAND FROM THE
COMPANY'S OWN FUNDS.
(8)
THE TRUSTEE SHALL NOT BE DEEMED TO HAVE
NOTICE OR KNOWLEDGE OF ANY DEFAULT, EVENT OF DEFAULT, OR FUNDAMENTAL CHANGE
UNLESS A RESPONSIBLE OFFICER OF THE TRUSTEE HAS ACTUAL KNOWLEDGE THEREOF OR
UNLESS WRITTEN NOTICE OF ANY EVENT WHICH IS IN FACT SUCH A DEFAULT IS RECEIVED
BY THE TRUSTEE AT THE CORPORATE TRUST OFFICE, AND SUCH NOTICE REFERENCES THE
SECURITIES AND THIS INDENTURE.
IN THE ABSENCE OF RECEIPT OF SUCH NOTICE OR
ACTUAL KNOWLEDGE, THE TRUSTEE MAY CONCLUSIVELY ASSUME THAT THERE IS NO DEFAULT,
EVENT OF DEFAULT, OR FUNDAMENTAL CHANGE.
(9)
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, INCLUDING, WITHOUT LIMITATION AS
PAYING AGENT, REGISTRAR AND CONVERSION AGENT, AND TO EACH AGENT, CUSTODIAN AND
OTHER PERSON EMPLOYED TO ACT HEREUNDER.
(10)
THE RIGHT OF THE TRUSTEE TO PERFORM ANY
DISCRETIONARY ACT ENUMERATED IN THIS INDENTURE SHALL NOT BE CONSTRUED AS A DUTY,
AND THE TRUSTEE SHALL NOT BE ANSWERABLE FOR OTHER THAN ITS OWN GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF SUCH ACT.
SECTION 8.03
INDIVIDUAL RIGHTS OF TRUSTEE.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate of
the Company with the same rights it would have