ANY PROPERTY SO
ACQUIRED IN ANY MANNER PERMITTED BY LAW IN ACCORDANCE WITH THIS INDENTURE.
(C)
IF ANY PORTION OF THE ASSETS CONSISTS OF SECURITIES ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT ("UNREGISTERED SECURITIES"), THE TRUSTEE
MAY SEEK AN OPINION OF COUNSEL, OR, IF NO SUCH OPINION OF COUNSEL CAN BE
OBTAINED AND WITH THE CONSENT OF
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A MAJORITY OF THE CONTROLLING CLASS, SEEK A NO ACTION POSITION FROM THE
SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER RELEVANT FEDERAL OR STATE
REGULATORY AUTHORITIES, REGARDING THE LEGALITY OF A PUBLIC OR PRIVATE SALE OF
SUCH UNREGISTERED SECURITIES.
IN NO EVENT SHALL THE TRUSTEE BE REQUIRED TO
REGISTER UNREGISTERED SECURITIES UNDER THE SECURITIES ACT.
(D)
THE TRUSTEE SHALL EXECUTE AND DELIVER AN APPROPRIATE INSTRUMENT OF
CONVEYANCE TRANSFERRING ITS INTEREST IN ANY PORTION OF THE ASSETS IN CONNECTION
WITH A SALE THEREOF.
IN ADDITION, THE TRUSTEE IS HEREBY IRREVOCABLY APPOINTED
THE AGENT AND ATTORNEY IN FACT OF THE ISSUER TO TRANSFER AND CONVEY ITS INTEREST
IN ANY PORTION OF THE ASSETS IN CONNECTION WITH A SALE THEREOF, AND TO TAKE ALL
ACTION NECESSARY TO EFFECT SUCH SALE.
NO PURCHASER OR TRANSFEREE AT SUCH A SALE
SHALL BE BOUND TO ASCERTAIN THE TRUSTEE'S AUTHORITY, TO INQUIRE INTO THE
SATISFACTION OF ANY CONDITIONS PRECEDENT OR SEE TO THE APPLICATION OF ANY
MONIES.
(E)
IN THE EVENT OF ANY SALE OF THE ASSETS PURSUANT TO SECTIONS 5.4 OR 5.5,
PAYMENTS SHALL BE MADE IN THE ORDER AND PRIORITY SET FORTH IN SECTION 11.1(A)(I)
AND SECTION 11.1(A)(II) IN THE SAME MANNER AS IF THE NOTES HAD BEEN ACCELERATED.
SECTION 5.18
ACTION ON THE NOTES.
The Trustee's right to seek and recover judgment on the Notes or under this
Indenture shall not be affected by the seeking or obtaining of or application
for any other relief under or with respect to this Indenture.
Neither the lien
of this Indenture nor any rights or remedies of the Trustee, or the Noteholders
shall be impaired by the recovery of any judgment by the Trustee against the
Issuer or the Co-Issuer or by the levy of any execution under such judgment upon
any portion of the Assets or upon any of the assets of the Issuer or the
Co-Issuer.
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ARTICLE 6
THE TRUSTEE
SECTION 6.1
CERTAIN DUTIES AND RESPONSIBILITIES.
(A)
EXCEPT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT:
(I)
THE TRUSTEE UNDERTAKES TO PERFORM SUCH DUTIES AND ONLY SUCH DUTIES AS
ARE SET FORTH IN THIS INDENTURE, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL
BE READ INTO THIS INDENTURE AGAINST THE TRUSTEE; AND
(II)
IN THE ABSENCE OF MANIFEST ERROR, OR 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;
PROVIDED, HOWEVER, THAT IN THE CASE OF ANY SUCH CERTIFICATES OR OPINIONS WHICH
BY ANY PROVISION HEREOF ARE SPECIFICALLY REQUIRED TO BE FURNISHED TO