AND
RESPONSIBILITIES.
(A)
EXCEPT DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
(1)
THE TRUSTEE UNDERTAKES TO PERFORM SUCH
DUTIES AND ONLY SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS INDENTURE, AND
NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ INTO THIS INDENTURE AGAINST
THE TRUSTEE; AND
(2)
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 OF THIS INDENTURE;
BUT IN THE CASE OF ANY SUCH CERTIFICATES OR OPINIONS THAT BY ANY PROVISION
HEREOF ARE SPECIFICALLY REQUIRED TO BE FURNISHED TO THE TRUSTEE, THE TRUSTEE
SHALL BE UNDER A DUTY TO EXAMINE THE SAME TO DETERMINE WHETHER OR NOT THEY
CONFORM TO THE REQUIREMENTS OF THIS INDENTURE, BUT NEED NOT VERIFY THE CONTENTS
THEREOF.
(B)
IN CASE AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, THE TRUSTEE SHALL EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED
IN IT BY THIS INDENTURE, AND USE THE SAME DEGREE OF CARE AND SKILL IN THEIR
EXERCISE, AS A PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN
THE CONDUCT OF SUCH PERSON'S OWN AFFAIRS.
(C)
NO PROVISION OF THIS INDENTURE SHALL BE
CONSTRUED TO RELIEVE THE TRUSTEE FROM LIABILITY 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 SECTION 701(A); (II) THE TRUSTEE
SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT MADE IN GOOD FAITH BY A TRUST
OFFICER, UNLESS IT IS PROVED THAT THE TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE
PERTINENT FACTS; AND (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 612.
H-98
(D)
NO PROVISION OF THIS INDENTURE SHALL REQUIRE
THE 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, IF IT SHALL HAVE REASONABLE GROUNDS TO BELIEVE
THAT REPAYMENT OF SUCH FUNDS OR ADEQUATE INDEMNITY AGAINST SUCH RISK OR
LIABILITY IS NOT REASONABLY ASSURED TO IT.
(E)
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 TRUSTEE SHALL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 701 AND SECTION 703.
SECTION 702
NOTICE OF DEFAULTS.
IF A DEFAULT
OCCURS AND IS CONTINUING AND IS KNOWN TO THE TRUSTEE, THE TRUSTEE MUST MAIL
WITHIN 90 DAYS AFTER IT OCCURS, TO ALL HOLDERS AS THEIR NAMES AND ADDRESSES
APPEAR IN THE NOTE REGISTER, NOTICE OF SUCH DEFAULT HEREUNDER KNOWN TO THE
TRUSTEE UNLESS SUCH DEFAULT SHALL HAVE BEEN CURED OR WAIVED; PROVIDED, HOWEVER,
THAT, EXCEPT IN THE CASE OF A