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<br />ARTICLE IX <br /> <br />THE TRUSTEE AND PAYING AGENTS <br /> <br />SECTION 9.1. ACCEPTANCE OF TRUST AND CONDITIONS THEREOF. The Trustee hereby <br />accepts the trusts, powers, and duties imposed upon it by this Indenture, subject to the following <br />conditions: <br /> <br />(a) Except during the continuance of an Event of Default, <br /> <br />(i) the Trustee undertakes to perform such duties and only such duties as <br />are specifically set forth in this Indenture, and no implied covenants or obligations <br />shall be read into this Indenture against the Trustee; and <br /> <br />(ii) in the absence of bad faith on its part, the Trustee may conclusively <br />rely, as to the truth of the statements and the correctness of the opinions expressed <br />therein, upon certificates or opinions furnished to the Trustee and conforming to the <br />requirements of this Indenture; but in the case of any such certificates or opinions <br />which by any provisions hereof are specifically required to be furnished to the <br />Trustee, the Trustee shall be under a duty to examine the same to determine whether <br />or not they conform to the requirements of this Indenture. <br /> <br />(b) In case an Event of Default has occurred and is continuing, the Trustee shall <br />exercise such of the rights and powers vested in it by this Indenture, and use the same degree <br />of care and skill in their exercise, as a prudent trustee under a corporate trust would exercise <br />or use under the circumstances in the conduct of its affairs thereunder. <br /> <br />(c) No provision ofthis Indenture shall be construed to relieve the Trustee from <br />liability for its own negligent action, its own negligent failure to act, or its own willful <br />misconduct, except that <br /> <br />(i) this subsection (c) shall not be construed to limit the effect of <br />subsection (a) of this Section; <br /> <br />(ii) the Trustee shall not be liable for any error of judgment made in good <br />faith, unless it shall be proved that the Trustee was negligent in ascertaining the <br />pertinent facts; <br /> <br />(iii) the Trustee shall not be liable with respect to any action taken or <br />omitted to be taken by it in good faith in accordance with the direction of the Owners <br />of not less than a majority in principal amount of the Outstanding Bonds in <br />accordance with Section 8.7 hereof relating to the time, method and place of <br /> <br />9-1 <br />