OR BY AGENT OR ATTORNEY DURING THE ISSUER'S, THE CO-ISSUER'S
OR
157
THE COLLATERAL MANAGER'S NORMAL BUSINESS HOURS UPON NOT LESS THAN THREE BUSINESS
DAYS' PRIOR WRITTEN NOTICE; PROVIDED THAT THE TRUSTEE SHALL, AND SHALL CAUSE ITS
AGENTS TO, HOLD IN CONFIDENCE ALL SUCH INFORMATION, EXCEPT (I) TO THE EXTENT
DISCLOSURE MAY BE REQUIRED BY LAW BY ANY REGULATORY AUTHORITY AND (II) TO THE
EXTENT THAT THE TRUSTEE, IN ITS SOLE JUDGMENT, MAY DETERMINE THAT SUCH
DISCLOSURE IS CONSISTENT WITH ITS OBLIGATIONS HEREUNDER;
(G)
THE TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS HEREUNDER OR
PERFORM ANY DUTIES HEREUNDER (EXCEPT WITH RESPECT TO ITS DUTY TO MAKE ANY
INTEREST ADVANCE UNDER THE CIRCUMSTANCES SPECIFIED IN SECTION 10.7) EITHER
DIRECTLY OR BY OR THROUGH AGENTS OR ATTORNEYS; PROVIDED THAT THE TRUSTEE SHALL
NOT BE RESPONSIBLE FOR ANY WILLFUL MISCONDUCT OR NEGLIGENCE ON THE PART OF ANY
AGENT APPOINTED AND SUPERVISED, OR ATTORNEY APPOINTED, WITH DUE CARE BY IT
HEREUNDER;
(H)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION IT TAKES OR OMITS TO
TAKE IN GOOD FAITH THAT IT REASONABLY AND PRUDENTLY BELIEVES TO BE AUTHORIZED OR
WITHIN ITS RIGHTS OR POWERS HEREUNDER;
(I)
THE TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OF THE BOOKS OR
RECORDS OF, OR FOR ANY ACTS OR OMISSIONS OF, THE DEPOSITORY, ANY TRANSFER AGENT
(OTHER THAN THE TRUSTEE ITSELF ACTING IN THAT CAPACITY), CLEARSTREAM,
LUXEMBOURG, EUROCLEAR, ANY CALCULATION AGENT (OTHER THAN THE TRUSTEE ITSELF
ACTING IN THAT CAPACITY) OR ANY PAYING AGENT (OTHER THAN THE TRUSTEE ITSELF
ACTING IN THAT CAPACITY);
(J)
THE TRUSTEE SHALL NOT BE LIABLE FOR THE ACTIONS OR OMISSIONS OF THE
COLLATERAL MANAGER; AND WITHOUT LIMITING THE FOREGOING, THE TRUSTEE SHALL NOT
(EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE EXPRESSLY STATED IN THIS INDENTURE)
BE UNDER ANY OBLIGATION TO MONITOR, EVALUATE OR VERIFY COMPLIANCE BY THE
COLLATERAL MANAGER WITH THE TERMS HEREOF OR THE COLLATERAL MANAGEMENT AGREEMENT,
OR TO VERIFY OR INDEPENDENTLY DETERMINE THE ACCURACY OF INFORMATION RECEIVED BY
IT FROM THE COLLATERAL MANAGER (OR FROM ANY SELLING INSTITUTION, AGENT BANK,
TRUSTEE OR SIMILAR SOURCE) WITH RESPECT TO THE COLLATERAL DEBT SECURITIES; AND
(K)
TO THE EXTENT ANY DEFINED TERM HEREUNDER, OR ANY CALCULATION REQUIRED
TO BE MADE OR DETERMINED BY THE TRUSTEE HEREUNDER, IS DEPENDENT UPON OR DEFINED
BY REFERENCE TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES IN
EFFECT FROM TIME TO TIME ("GAAP"), THE TRUSTEE SHALL BE ENTITLED TO REQUEST AND
RECEIVE (AND RELY UPON) INSTRUCTION FROM THE ISSUER OR THE ACCOUNTANTS APPOINTED
PURSUANT TO SECTION 10.11 AS TO THE APPLICATION OF GAAP IN SUCH CONNECTION, IN
ANY INSTANCE.
SECTION 6.4
NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES.
The recitals contained herein and in the Notes, other than the Certificate of
Authentication thereon, shall be taken as the statements of the Issuer and the
Co-Issuer, and the Trustee assumes no responsibility for their correctness.
The
Trustee makes no representation as to the validity or sufficiency of this
Indenture (except as may