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ARTICLE IX +
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CONCERNING THE TRUSTEE
Section 9.01. ACCEPTANCE OF TRUSTS; LIABILITY. The
Trustee accepts the trusts and assumes the duties imposed
and created by this Agreement and by the Resolution. The
Trustee shall, prior to an event of default as defined in
Section 7.01, and after the curing of all such events of default
which may have occurred, be required to perform such duties
and only such duties as are specifically set forth in this ~
Agreement. The Trustee shall, during the existence of any
such event of default (which has not be cured), exercise such ,
of the rights and powers vested in it by this Agreement and ~
use the same degree of care and skill in their exercise as
a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.
No provisions of this Agreement 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: -
(A) Prior to such an event of default hereunder, and
after the curing of all such events of default which may have
occurred, (1) the duties and obligations of the Trustee shall
be determined solely by the express provisions of this Agreement,
and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth
in this Agreement, and no implied covenants or obligations
shall be read into this Agreement against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee, s
the Trustee may conclusively rely, as to the truth of the
statements and to the correctness of the opinions expressed
therein, upon any certificate or opinion furnished to the Trustee
i conforming to the requirements of this Agreement;
but in the case of any such certificate or opinion which by
any provision hereof is specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine
the sdme to deterr.~ine whether or not it conforms to the !
requirements of this Agreement.
(B) At all times, regardless of whether or not any -
such event of default'shall exist, (1) the Trustee shall not
be liable for any error of judgment made in good faith by
a responsible officer or officers of the Trustee; and.(2) the
Trustee shall not be liable with re~pect to any action taken or
omitted to be taken by it in good faith in accordance with
the direction of the holders of not less than a majority
in aggregate principal amount of all the Bonds at the time
outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the
Trustee under this Agreement.
€:a None of the provisions contained in this Agreement .
shall require the Trustee to expend or risk its own funds _
or otherwise incur individual financial liability in the
performance of any of its duties or in the exercise of any
of its rights or powers.
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