INDENTURE
TRUSTEE; AND
(II)
IN THE ABSENCE OF BAD FAITH ON ITS PART, THE INDENTURE 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
INDENTURE TRUSTEE AND, IF REQUIRED BY THE TERMS OF THIS INDENTURE, CONFORMING TO
THE REQUIREMENTS OF THIS INDENTURE; PROVIDED, HOWEVER, THAT THE INDENTURE
TRUSTEE SHALL EXAMINE THE CERTIFICATES AND OPINIONS TO DETERMINE WHETHER OR NOT
THEY CONFORM TO THE REQUIREMENTS OF THIS INDENTURE.
(C)
THE INDENTURE TRUSTEE MAY NOT BE RELIEVED FROM LIABILITY FOR ITS
OWN NEGLIGENT ACTION, ITS OWN GROSS 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 6.1;
(II)
THE INDENTURE TRUSTEE SHALL NOT BE LIABLE FOR ANY ERROR OF
JUDGMENT MADE IN GOOD FAITH BY A RESPONSIBLE OFFICER UNLESS IT IS PROVED THAT
THE INDENTURE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS; AND
(III)
THE INDENTURE 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 5.11.
(D)
EVERY PROVISION OF THIS INDENTURE THAT IN ANY WAY RELATES TO THE
INDENTURE TRUSTEE IS SUBJECT TO PARAGRAPHS (A), (B), (C) AND (G) OF THIS SECTION
6.1.
(E)
THE INDENTURE TRUSTEE SHALL NOT BE LIABLE FOR INTEREST ON ANY
MONEY RECEIVED BY IT EXCEPT AS THE INDENTURE TRUSTEE MAY AGREE IN WRITING WITH
THE ISSUER.
(F)
MONEY HELD IN TRUST BY THE INDENTURE TRUSTEE NEED NOT BE
SEGREGATED FROM OTHER FUNDS EXCEPT TO THE EXTENT REQUIRED BY LAW OR THE TERMS OF
THIS INDENTURE OR THE SALE AND ALLOCATION AGREEMENT.
(G)
NO PROVISION OF THIS INDENTURE SHALL REQUIRE THE INDENTURE TRUSTEE
TO EXPEND OR RISK ITS OWN FUNDS OR OTHERWISE INCUR FINANCIAL LIABILITY IN THE
PERFORMANCE OF ANY OF ITS DUTIES HEREUNDER OR IN THE EXERCISE OF ANY OF ITS
RIGHTS OR POWERS HEREUNDER IF THE INDENTURE TRUSTEE SHALL HAVE REASONABLE
GROUNDS TO BELIEVE THAT REPAYMENT OF SUCH FUNDS OR ADEQUATE INDEMNITY AGAINST
SUCH RISK OR LIABILITY IS NOT REASONABLY ASSURED OR PROVIDED TO IT.
(H)
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 6.1.
44
(I)
THE INDENTURE TRUSTEE SHALL NOT BE CHARGED WITH KNOWLEDGE OF ANY
EVENT OF DEFAULT UNLESS EITHER (I) A RESPONSIBLE OFFICER SHALL HAVE ACTUAL
KNOWLEDGE OF SUCH EVENT OF DEFAULT OR (II) WRITTEN NOTICE OF SUCH EVENT OF
DEFAULT SHALL HAVE BEEN GIVEN TO THE INDENTURE TRUSTEE IN ACCORDANCE WITH THE
PROVISIONS OF THIS INDENTURE.
SECTION 6.2.
RIGHTS OF INDENTURE TRUSTEE.
(A)
THE INDENTURE TRUSTEE MAY RELY ON ANY DOCUMENT BELIEVED BY IT TO
BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PERSON.
(B)
BEFORE THE INDENTURE TRUSTEE ACTS OR REFRAINS FROM ACTING, IT MAY
REQUIRE AN