THE HOLDERS TO REPLACE SUCH OTHER DUTIES AND LIABILITIES OF
THE TRUSTEES.
(B)
ALL PAYMENTS MADE BY THE PROPERTY TRUSTEE OR
A PAYING AGENT IN RESPECT OF THE TRUST SECURITIES SHALL BE MADE ONLY FROM THE
REVENUE AND PROCEEDS FROM THE TRUST PROPERTY AND ONLY TO THE EXTENT THAT THERE
SHALL BE SUFFICIENT REVENUE OR PROCEEDS FROM THE TRUST PROPERTY TO ENABLE THE
PROPERTY TRUSTEE OR A PAYING AGENT TO MAKE PAYMENTS IN ACCORDANCE WITH THE TERMS
HEREOF. EACH HOLDER, BY ITS ACCEPTANCE OF A TRUST SECURITY, AGREES THAT IT WILL
LOOK SOLELY TO THE REVENUE AND PROCEEDS FROM THE TRUST PROPERTY TO THE EXTENT
LEGALLY AVAILABLE FOR DISTRIBUTION TO IT AS HEREIN PROVIDED AND THAT THE
TRUSTEES ARE NOT PERSONALLY LIABLE TO IT FOR ANY AMOUNT DISTRIBUTABLE IN RESPECT
OF ANY TRUST SECURITY OR FOR ANY OTHER LIABILITY IN RESPECT OF ANY TRUST
SECURITY. THIS SECTION 8.5(B) DOES NOT LIMIT THE LIABILITY OF THE TRUSTEES
EXPRESSLY SET FORTH ELSEWHERE IN THIS TRUST AGREEMENT.
(C)
NO PROVISIONS OF THIS TRUST AGREEMENT SHALL
BE CONSTRUED TO RELIEVE THE PROPERTY TRUSTEE FROM LIABILITY WITH RESPECT TO
MATTERS THAT ARE WITHIN THE AUTHORITY OF THE PROPERTY TRUSTEE UNDER THIS TRUST
AGREEMENT FOR ITS OWN NEGLIGENT ACTION, NEGLIGENT FAILURE TO ACT OR WILLFUL
MISCONDUCT, EXCEPT THAT:
(I)
THE PROPERTY TRUSTEE SHALL NOT BE LIABLE
FOR ANY ERROR OF JUDGMENT MADE IN GOOD FAITH BY AN AUTHORIZED OFFICER OF THE
PROPERTY TRUSTEE, UNLESS IT SHALL BE PROVED THAT
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THE PROPERTY TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS UPON
WHICH SUCH JUDGMENT WAS MADE;
(II)
THE PROPERTY TRUSTEE SHALL NOT BE LIABLE
WITH RESPECT TO ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH IN
ACCORDANCE WITH THE DIRECTION OF THE HOLDERS OF AT LEAST A MAJORITY IN
LIQUIDATION AMOUNT OF THE PREFERRED SECURITIES RELATING TO THE TIME, METHOD AND
PLACE OF CONDUCTING ANY PROCEEDING FOR ANY REMEDY AVAILABLE TO THE PROPERTY
TRUSTEE HEREUNDER OR UNDER THE INDENTURE, OR EXERCISING ANY TRUST OR POWER
CONFERRED UPON THE PROPERTY TRUSTEE UNDER THIS TRUST AGREEMENT;
(III)
THE PROPERTY TRUSTEE'S SOLE DUTY WITH
RESPECT TO THE CUSTODY, SAFE KEEPING AND PHYSICAL PRESERVATION OF THE NOTES AND
THE PAYMENT ACCOUNT SHALL BE TO DEAL WITH SUCH PROPERTY IN A SIMILAR MANNER AS
THE PROPERTY TRUSTEE DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT, SUBJECT TO
THE PROTECTIONS AND LIMITATIONS ON LIABILITY AFFORDED TO THE PROPERTY TRUSTEE
UNDER THIS TRUST AGREEMENT;
(IV)
THE PROPERTY TRUSTEE SHALL NOT BE LIABLE FOR
ANY INTEREST ON ANY MONEY RECEIVED BY IT EXCEPT AS IT MAY OTHERWISE AGREE WITH
THE DEPOSITOR; AND MONEY HELD BY THE PROPERTY TRUSTEE NEED NOT BE SEGREGATED
FROM OTHER FUNDS HELD BY IT EXCEPT IN RELATION TO THE PAYMENT ACCOUNT MAINTAINED
BY THE PROPERTY TRUSTEE PURSUANT TO SECTION 3.1 AND EXCEPT TO THE EXTENT
OTHERWISE REQUIRED BY LAW; AND
(V)
THE PROPERTY TRUSTEE SHALL NOT BE
RESPONSIBLE FOR MONITORING THE COMPLIANCE BY THE ADMINISTRATIVE TRUSTEES OR THE
DEPOSITOR WITH THEIR RESPECTIVE DUTIES UNDER