NOT BE ANSWERABLE FOR OTHER THAN ITS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ANY SUCH ACT.
(E)
THE TRUSTEE SHALL NOT BE PERSONALLY LIABLE FOR ANY ACTION TAKEN,
SUFFERED OR OMITTED BY IT IN GOOD FAITH AND BELIEVED BY IT TO BE AUTHORIZED OR
WITHIN THE
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DISCRETION OR RIGHTS OR POWERS CONFERRED UPON IT BY ANY POOLING AND SERVICING
AGREEMENT; PROVIDED THAT THE TRUSTEE SHALL BE LIABLE FOR ITS GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
(F)
THE TRUSTEE SHALL NOT BE BOUND TO MAKE ANY INVESTIGATION INTO THE
FACTS OF MATTERS STATED IN ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT,
OPINION, REPORT, NOTICE, REQUEST, CONSENT, DIRECTION, ORDER, APPROVAL, BOND,
NOTE OR OTHER PAPER OR DOCUMENT, UNLESS REQUESTED IN WRITING SO TO DO BY THE
HOLDERS OF INVESTOR CERTIFICATES EVIDENCING FRACTIONAL UNDIVIDED INTERESTS
AGGREGATING MORE THAN 50% OF THE INVESTED AMOUNT OF ANY SERIES WHICH COULD BE
MATERIALLY AND ADVERSELY AFFECTED IF THE TRUSTEE DOES NOT PERFORM SUCH ACTS;
PROVIDED, HOWEVER, THAT SUCH HOLDERS OF INVESTOR CERTIFICATES SHALL INDEMNIFY
AND REIMBURSE THE TRUSTEE FOR ANY LIABILITY OR EXPENSE RESULTING FROM ANY SUCH
INVESTIGATION REQUESTED BY THEM; PROVIDED, FURTHER, THAT THE TRUSTEE SHALL BE
ENTITLED TO MAKE SUCH FURTHER INQUIRY OR INVESTIGATION INTO SUCH FACTS OR
MATTERS AS IT MAY REASONABLY SEE FIT, AND IF THE TRUSTEE SHALL DETERMINE TO MAKE
SUCH FURTHER INQUIRY OR INVESTIGATION, IT SHALL BE ENTITLED TO EXAMINE THE BOOKS
AND RECORDS OF THE COMPANY, PERSONALLY OR BY AGENT OR ATTORNEY, AT THE SOLE COST
AND EXPENSE OF THE COMPANY.
(G)
THE TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS HEREUNDER OR
PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH AFFILIATES, AGENTS
OR ATTORNEYS OR A CUSTODIAN OR NOMINEE, AND THE TRUSTEE SHALL NOT BE RESPONSIBLE
FOR ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF, OR FOR THE SUPERVISION OF, ANY
SUCH AFFILIATE, AGENT, ATTORNEY, CUSTODIAN OR NOMINEE APPOINTED WITH DUE CARE BY
IT HEREUNDER.
(H)
THE TRUSTEE SHALL NOT BE REQUIRED TO MAKE ANY INITIAL OR PERIODIC
EXAMINATION OF ANY DOCUMENTS OR RECORDS RELATED TO THE RECEIVABLES, THE
COLLECTION ACCOUNTS, THE COMPANY CONCENTRATION ACCOUNTS, THE MASTER COLLECTION
ACCOUNTS, THE COMPANY RECEIPTS ACCOUNT AND THE GENERAL RESERVE ACCOUNTS FOR THE
PURPOSE OF ESTABLISHING THE PRESENCE OR ABSENCE OF DEFECTS, THE COMPLIANCE BY
THE COMPANY WITH ITS REPRESENTATIONS AND WARRANTIES OR FOR ANY OTHER PURPOSE.
(I)
IN THE EVENT THAT THE TRUSTEE IS ALSO ACTING AS PAYING AGENT OR
TRANSFER AGENT AND REGISTRAR HEREUNDER, THE RIGHTS AND PROTECTIONS AFFORDED TO
THE TRUSTEE PURSUANT TO THIS ARTICLE VIII SHALL ALSO BE AFFORDED TO SUCH PAYING
AGENT OR TRANSFER AGENT AND REGISTRAR.
SECTION 8.03
TRUSTEE NOT LIABLE FOR RECITALS.
The Trustee assumes no responsibility for the correctness of the recitals
contained herein and in the Investor Certificates (other than the certificate of
authentication on the Investor Certificates). Except as set forth in Section
8.15 the Trustee makes no representations as to the validity or sufficiency of
any Pooling and Servicing Agreement, of the Investor Certificates (other