TRUSTEE AND,
IN THE ABSENCE OF BAD FAITH ON THE PART OF THE INDENTURE TRUSTEE, THE INDENTURE
TRUSTEE MAY CONCLUSIVELY RELY, AS TO THE TRUTH OF THE STATEMENTS AND THE
CORRECTNESS OF THE OPINIONS EXPRESSED THEREIN, UPON ANY OPINION OF COUNSEL,
CERTIFICATES, STATEMENTS, REPORTS, DOCUMENTS, ORDERS, OPINIONS, APPRAISALS,
BONDS OR OTHER DOCUMENTS OR INSTRUMENTS BELIEVED BY IT TO BE GENUINE AND TO HAVE
BEEN SIGNED OR PRESENTED BY THE PROPER PARTY OR PARTIES AND CONFORMING TO THE
REQUIREMENTS OF THIS INDENTURE AND ANY SUPPLEMENTS ISSUED PURSUANT TO THE TERMS
HEREOF;
(II)
THE INDENTURE TRUSTEE SHALL NOT BE LIABLE FOR AN ERROR OF
JUDGMENT MADE IN GOOD FAITH BY A CORPORATE TRUST OFFICER OR CORPORATE TRUST
OFFICERS OF THE INDENTURE TRUSTEE, UNLESS IT SHALL BE PROVED THAT THE INDENTURE
TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS; AND
(III)
THE INDENTURE TRUSTEE SHALL NOT BE PERSONALLY LIABLE WITH RESPECT
TO ANY ACTION TAKEN, SUFFERED OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN
ACCORDANCE WITH THE DIRECTION OF THE CONTROL PARTY OF A SERIES RELATING TO THE
TIME, METHOD AND PLACE OF CONDUCTING ANY PROCEEDING FOR ANY REMEDY AVAILABLE TO
THE INDENTURE TRUSTEE, OR EXERCISING ANY TRUST OR POWER CONFERRED UPON THE
INDENTURE TRUSTEE, UNDER THIS INDENTURE.
No provisions of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
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 security or indemnity against such risk or liability is not reasonably
assured to it (the unsecured indemnity of (A) a Rated Institutional Noteholder
being deemed satisfactory for such purpose unless the Indenture Trustee provides
written notice to the contrary, or (B) any Series Enhancer, if applicable (so
long as its claims
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paying ability is rated "AAA" or "Aaa", as applicable) being deemed satisfactory
for such purpose).
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 Indenture Trustee shall be subject to the provisions of this Section 901.
SECTION 902.
CERTAIN MATTERS AFFECTING THE INDENTURE TRUSTEE.
EXCEPT AS
OTHERWISE PROVIDED IN SECTION 901 HEREOF:
(I)
THE INDENTURE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS SELECTION
AND ANY ADVICE OF SUCH COUNSEL SHALL BE FULL AND COMPLETE AUTHORIZATION AND
PROTECTION IN RESPECT OF ANY ACTION TAKEN OR SUFFERED OR OMITTED BY IT HEREUNDER
IN GOOD FAITH AND IN ACCORDANCE IN RELIANCE THEREOF;
(II)
THE INDENTURE TRUSTEE SHALL BE UNDER NO OBLIGATION TO INSTITUTE,
CONDUCT OR DEFEND ANY LITIGATION OR PROCEEDING HEREUNDER OR IN RELATION HERETO
AT THE REQUEST, ORDER OR DIRECTION OF THE CONTROL PARTY OF A SERIES, PURSUANT TO
THE PROVISIONS OF THIS INDENTURE, UNLESS THE SUCH CONTROL PARTY SHALL HAVE
OFFERED TO THE INDENTURE TRUSTEE REASONABLE SECURITY OR INDEMNITY AGAINST THE
COSTS, EXPENSES AND LIABILITIES WHICH MAY