SHALL (EXCEPT AS OTHERWISE MAY BE EXPRESSLY PROVIDED
HEREIN), IN THE ABSENCE OF NEGLIGENCE OR BAD FAITH ON THE PART OF THE TRUSTEE,
BE DEEMED TO BE CONCLUSIVELY PROVED AND ESTABLISHED BY A CERTIFICATE SIGNED BY
ONE OF THE DEPOSITOR'S OFFICERS, AND DELIVERED TO THE TRUSTEE, AND SUCH
CERTIFICATE, IN THE ABSENCE OF NEGLIGENCE OR BAD FAITH ON THE PART OF THE
TRUSTEE, SHALL BE FULL WARRANT TO THE TRUSTEE FOR ANY ACTION TAKEN, PERMITTED OR
OMITTED BY IT UNDER THE PROVISIONS OF THIS AGREEMENT IN RELIANCE THEREON.
(F)
THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION OR ANY FAILURE TO
ACT BY IT IN RELIANCE UPON THE ADVICE OF OR INFORMATION FROM LEGAL COUNSEL OR
ACCOUNTANTS OR ANY OTHER PERSON BELIEVED BY IT IN GOOD FAITH TO BE COMPETENT TO
GIVE SUCH ADVICE OR INFORMATION.
THE TRUSTEE MAY CONCLUSIVELY RELY AND SHALL BE
FULLY PROTECTED IN ACTING OR REFRAINING FROM ACTING UPON ANY RESOLUTION,
CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, CONSENT,
ORDER, APPROVAL OR OTHER PAPER OR DOCUMENT BELIEVED BY IT TO BE GENUINE AND TO
HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PARTY OR PARTIES.
THE TRUSTEE SHALL
NOT BE REQUIRED TO MAKE ANY INVESTIGATION INTO THE FACTS OR MATTERS STATED IN
ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE,
REQUEST, CONSENT, ENTITLEMENT ORDER, APPROVAL OR OTHER PAPER OR DOCUMENT.
(G)
WITHOUT LIMITING THE GENERALITY OF SECTION 3.02, IN NO EVENT SHALL
THE TRUSTEE BE LIABLE FOR THE SELECTION OF INVESTMENTS OF THE TRUST OR FOR
INVESTMENT LOSSES INCURRED THEREON.
THE TRUSTEE SHALL HAVE NO LIABILITY IN
RESPECT OF LOSSES INCURRED AS A RESULT OF THE LIQUIDATION OF ANY INVESTMENT
BEFORE ITS STATED MATURITY OR THE FAILURE OF ANY PERSON TO PROVIDE TIMELY
INVESTMENT DIRECTIONS TO THE TRUSTEE.
(H)
NO BANK IN WHICH AN ACCOUNT IS MAINTAINED SHALL BE DEEMED AN AGENT
OF THE TRUSTEE.
(I)
THE TRUSTEE SHALL HAVE NO RESPONSIBILITY FOR ANY STATEMENTS
CONTAINED IN THIS AGREEMENT, THE CERTIFICATES AND ANY DESCRIPTIVE DOCUMENTATION
RELATING THERETO, EXCEPT FOR THE EXPRESS AGREEMENTS OF THE TRUSTEE HEREIN OR IN
THE CERTIFICATES.
SECTION
9.07
Fidelity Bond.
The Trustee shall maintain one or more fidelity bonds (which may be maintained
through self-insurance) in customary amounts to cover transactions of the kind
contemplated hereby.
SECTION
9.08
Resignation and Removal of the Trustee; Appointment of Successor
Trustee.
(A)
THE TRUSTEE MAY AT ANY TIME RESIGN AS TRUSTEE HEREUNDER BY WRITTEN
NOTICE THEREOF DELIVERED TO THE DEPOSITOR AND EACH CERTIFICATEHOLDER, SUCH
RESIGNATION TO TAKE EFFECT ONLY UPON THE APPOINTMENT OF A QUALIFIED SUCCESSOR
TRUSTEE AND ITS ACCEPTANCE OF SUCH APPOINTMENT AS HEREINAFTER PROVIDED.
IF THE
TRUSTEE RESIGNS HEREUNDER, THE TRUSTEE SHALL USE ITS BEST EFFORTS TO ASSIST THE
DEPOSITOR IN OBTAINING A SUCCESSOR TRUSTEE.
(B)
THE TRUSTEE MAY AT ANY TIME BE REMOVED, WITH OR WITHOUT CAUSE, BY
THE DEPOSITOR OR BY ALL THE CERTIFICATEHOLDER UPON 30 DAYS' WRITTEN NOTICE OF
SUCH REMOVAL DELIVERED TO THE TRUSTEE (AND IN THE CASE OF REMOVAL BY
CERTIFICATEHOLDERS, TO THE DEPOSITOR), SUCH REMOVAL TO