OR
RISK ITS OWN FUNDS OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE PERFORMANCE
OF ANY OF ITS DUTIES HEREUNDER, OR IN THE EXERCISE OF ANY OF ITS RIGHTS OR
POWERS CONTEMPLATED HEREUNDER, IF IT SHALL HAVE REASONABLE GROUNDS FOR BELIEVING
THAT REPAYMENT OF SUCH FUNDS OR ADEQUATE INDEMNITY AGAINST SUCH RISK OR
LIABILITY IS NOT REASONABLY ASSURED TO IT (IF THE AMOUNT OF SUCH FUNDS OR RISK
OR LIABILITY DOES NOT EXCEED THE AMOUNT PAYABLE TO THE TRUSTEE PURSUANT TO
SECTION 11.1(A)(I)(3) AND SECTION 11.1(A)(II)(1) NET OF THE AMOUNTS SPECIFIED IN
SECTION 6.7(A)(I), THE TRUSTEE SHALL BE DEEMED TO BE REASONABLY ASSURED OF SUCH
REPAYMENT) UNLESS SUCH RISK OR LIABILITY RELATES TO ITS ORDINARY SERVICES UNDER
THIS INDENTURE, EXCEPT WHERE THIS INDENTURE PROVIDES OTHERWISE; AND
(V)
THE TRUSTEE SHALL NOT BE LIABLE TO THE NOTEHOLDERS FOR ANY ACTION TAKEN
OR OMITTED BY IT AT THE DIRECTION OF THE ISSUER, THE CO-ISSUER, THE COLLATERAL
MANAGER, THE CONTROLLING CLASS AND/OR A NOTEHOLDER UNDER CIRCUMSTANCES IN WHICH
SUCH DIRECTION IS REQUIRED OR PERMITTED BY THE TERMS OF THIS INDENTURE.
(E)
FOR ALL PURPOSES UNDER THIS INDENTURE, THE TRUSTEE SHALL NOT BE DEEMED
TO HAVE NOTICE OR KNOWLEDGE OF ANY EVENT OF DEFAULT DESCRIBED IN SECTIONS
5.1(D), 5.1(F), 5.1(G), 5.1(H) OR 5.1(I) OR ANY DEFAULT DESCRIBED IN SECTION
5.1(E) UNLESS A TRUST OFFICER ASSIGNED TO AND WORKING IN THE CORPORATE TRUST
OFFICE HAS ACTUAL KNOWLEDGE THEREOF OR UNLESS WRITTEN NOTICE OF ANY EVENT WHICH
IS IN FACT SUCH AN EVENT OF DEFAULT OR DEFAULT IS RECEIVED BY THE TRUSTEE AT THE
CORPORATE TRUST OFFICE, AND SUCH NOTICE REFERENCES, AS APPLICABLE, THE NOTES
GENERALLY, THE ISSUER, THE ASSETS OR THIS INDENTURE.
FOR PURPOSES OF
DETERMINING THE TRUSTEE'S RESPONSIBILITY AND LIABILITY HEREUNDER, WHENEVER
REFERENCE IS MADE IN THIS INDENTURE TO SUCH AN EVENT OF DEFAULT OR A DEFAULT,
SUCH REFERENCE SHALL BE CONSTRUED TO REFER ONLY TO SUCH AN EVENT OF DEFAULT OR
DEFAULT OF WHICH THE TRUSTEE IS DEEMED TO HAVE NOTICE AS DESCRIBED IN THIS
SECTION 6.1.
155
(F)
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 SECTION 6.1(A),
6.1(B), 6.1(C), 6.1(D) AND 6.1(E).
(G)
THE TRUSTEE SHALL, UPON REASONABLE PRIOR WRITTEN NOTICE TO THE TRUSTEE,
PERMIT THE ISSUER, THE CO-ISSUER, THE COLLATERAL MANAGER OR THE RATING AGENCIES,
DURING THE TRUSTEE'S NORMAL BUSINESS HOURS, TO EXAMINE ALL BOOKS OF ACCOUNT,
RECORDS, REPORTS AND OTHER PAPERS OF THE TRUSTEE RELATING TO THE NOTES, TO MAKE
COPIES AND EXTRACTS THEREFROM (THE REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN
MAKING ANY SUCH COPIES OR EXTRACTS TO BE REIMBURSED TO THE TRUSTEE BY SUCH
PERSON) AND TO DISCUSS THE TRUSTEE'S ACTIONS, AS SUCH ACTIONS RELATE TO THE
TRUSTEE'S DUTIES WITH RESPECT TO THE NOTES, WITH THE TRUSTEE'S OFFICERS AND
EMPLOYEES RESPONSIBLE FOR CARRYING OUT THE TRUSTEE'S DUTIES WITH RESPECT TO THE
NOTES.
(H)
THE TRUSTEE SHALL PROMPTLY NOTIFY THE CLASS A-2 NOTE