NEED PERFORM
ONLY THOSE DUTIES THAT ARE SPECIFICALLY SET FORTH IN THIS INDENTURE AND NO
OTHERS, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ INTO THIS
INDENTURE AGAINST THE TRUSTEE; AND
(II)
IN THE ABSENCE OF 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 HEREOF.
HOWEVER, IN
THE CASE OF CERTIFICATES OR OPINIONS SPECIFICALLY REQUIRED BY ANY PROVISION
HEREOF TO BE FURNISHED TO IT, THE TRUSTEE SHALL EXAMINE THE CERTIFICATES AND
OPINIONS TO DETERMINE WHETHER OR NOT THEY CONFORM TO THE REQUIREMENTS HEREOF.
(C)
THE TRUSTEE MAY NOT BE RELIEVED FROM
LIABILITIES FOR ITS OWN NEGLIGENT ACTION, ITS OWN NEGLIGENT FAILURE TO ACT, OR
ITS OWN WILLFUL MISCONDUCT, EXCEPT THAT
(I)
THIS PARAGRAPH DOES NOT LIMIT THE EFFECT
OF PARAGRAPH (B) OF THIS SECTION 7.01;
(II)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY
ERROR OF JUDGMENT MADE IN GOOD FAITH BY A RESPONSIBLE OFFICER, UNLESS IT IS
PROVED THAT THE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS; AND
46
(III)
THE TRUSTEE SHALL NOT BE LIABLE WITH RESPECT
TO ANY ACTION IT TAKES OR OMITS TO TAKE IN GOOD FAITH IN ACCORDANCE WITH A
DIRECTION RECEIVED BY IT PURSUANT TO SECTION 6.05 HEREOF.
(D)
WHETHER OR NOT THEREIN EXPRESSLY SO
PROVIDED, EVERY PROVISION HEREOF THAT IN ANY WAY RELATES TO THE TRUSTEE IS
SUBJECT TO PARAGRAPHS (A), (B), AND (C) OF THIS SECTION 7.01.
(E)
NO PROVISION HEREOF SHALL REQUIRE THE
TRUSTEE TO EXPEND OR RISK ITS OWN FUNDS OR INCUR ANY LIABILITY.
THE TRUSTEE
SHALL BE UNDER NO OBLIGATION TO EXERCISE ANY OF ITS RIGHTS OR POWERS UNDER THIS
INDENTURE AT THE REQUEST OF ANY HOLDERS OF NOTES, UNLESS SUCH HOLDER SHALL HAVE
OFFERED TO THE TRUSTEE SECURITY AND INDEMNITY SATISFACTORY TO THE TRUSTEE
AGAINST ANY LOSS, LIABILITY OR EXPENSE.
(F)
THE TRUSTEE SHALL NOT BE LIABLE FOR
INTEREST ON ANY MONEY RECEIVED BY IT EXCEPT AS THE TRUSTEE MAY AGREE IN WRITING
WITH THE ISSUERS.
MONEY HELD IN TRUST BY THE TRUSTEE NEED NOT BE SEGREGATED
FROM OTHER FUNDS EXCEPT TO THE EXTENT REQUIRED BY LAW.
SECTION 7.02.
RIGHTS OF TRUSTEE.
(A)
THE TRUSTEE MAY CONCLUSIVELY RELY UPON ANY
DOCUMENT (WHETHER IN ORIGINAL OR FACSIMILE FORM) BELIEVED BY IT TO BE GENUINE
AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PERSON.
THE TRUSTEE NEED NOT
INVESTIGATE ANY FACT OR MATTER STATED IN THE DOCUMENT.
(B)
BEFORE THE TRUSTEE ACTS OR REFRAINS FROM
ACTING, IT MAY REQUIRE AN OFFICERS' CERTIFICATE OF THE ISSUERS OR AN OPINION OF
COUNSEL OR BOTH.
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION IT TAKES OR
OMITS TO TAKE IN GOOD FAITH IN RELIANCE ON SUCH OFFICERS' CERTIFICATE OR OPINION
OF COUNSEL.
THE TRUSTEE MAY CONSULT WITH COUNSEL OF ITS SELECTION AND THE
ADVICE OF SUCH COUNSEL OR ANY OPINION OF COUNSEL SHALL BE FULL AND COMPLETE