MATTER BE PROVED OR
ESTABLISHED BEFORE UNDERTAKING, SUFFERING OR OMITTING ANY ACTION HEREUNDER, THE
INSTITUTIONAL TRUSTEE (UNLESS OTHER EVIDENCE IS HEREIN SPECIFICALLY PRESCRIBED)
MAY REQUEST AND CONCLUSIVELY RELY UPON AN OFFICERS' CERTIFICATE AS TO FACTUAL
MATTERS WHICH, UPON RECEIPT OF SUCH REQUEST, SHALL BE PROMPTLY DELIVERED BY THE
SPONSOR OR THE ADMINISTRATORS;
(E)
THE INSTITUTIONAL TRUSTEE SHALL HAVE NO DUTY TO SEE TO ANY
RECORDING, FILING OR REGISTRATION OF ANY INSTRUMENT (INCLUDING ANY FINANCING OR
CONTINUATION STATEMENT OR ANY FILING UNDER TAX OR SECURITIES LAWS) OR ANY
RE-RECORDING, REFILING OR RE-REGISTRATION THEREOF;
(F)
THE INSTITUTIONAL TRUSTEE MAY CONSULT WITH COUNSEL OF ITS
SELECTION (WHICH COUNSEL MAY BE COUNSEL TO THE SPONSOR OR ANY OF ITS AFFILIATES)
AND THE ADVICE OF SUCH COUNSEL SHALL BE
17
FULL AND COMPLETE AUTHORIZATION AND PROTECTION IN RESPECT OF ANY ACTION TAKEN,
SUFFERED OR OMITTED BY IT HEREUNDER IN GOOD FAITH AND IN RELIANCE THEREON AND IN
ACCORDANCE WITH SUCH ADVICE; THE INSTITUTIONAL TRUSTEE SHALL HAVE THE RIGHT AT
ANY TIME TO SEEK INSTRUCTIONS CONCERNING THE ADMINISTRATION OF THIS DECLARATION
FROM ANY COURT OF COMPETENT JURISDICTION;
(G)
THE INSTITUTIONAL TRUSTEE SHALL BE UNDER NO OBLIGATION TO EXERCISE
ANY OF THE RIGHTS OR POWERS VESTED IN IT BY THIS DECLARATION AT THE REQUEST OR
DIRECTION OF ANY OF THE HOLDERS PURSUANT TO THIS DECLARATION, UNLESS SUCH
HOLDERS SHALL HAVE OFFERED TO THE INSTITUTIONAL TRUSTEE SECURITY OR INDEMNITY
REASONABLY SATISFACTORY TO IT AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH
MIGHT BE INCURRED BY IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION; PROVIDED,
THAT NOTHING CONTAINED IN THIS SECTION 2.10(G) SHALL BE TAKEN TO RELIEVE THE
INSTITUTIONAL TRUSTEE, SUBJECT TO SECTION 2.9(B), UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, TO EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED IN IT BY THIS
DECLARATION, AND USE THE SAME DEGREE OF CARE AND SKILL IN THEIR EXERCISE, AS A
PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN THE CONDUCT OF
HIS OR HER OWN AFFAIRS;
(H)
THE INSTITUTIONAL TRUSTEE SHALL NOT BE BOUND TO MAKE ANY
INVESTIGATION INTO THE FACTS OR MATTERS STATED IN ANY RESOLUTION, CERTIFICATE,
STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, CONSENT, ORDER,
APPROVAL, BOND, DEBENTURE, NOTE OR OTHER EVIDENCE OF INDEBTEDNESS OR OTHER PAPER
OR DOCUMENT, UNLESS REQUESTED IN WRITING TO DO SO BY ONE OR MORE HOLDERS, BUT
THE INSTITUTIONAL TRUSTEE MAY MAKE SUCH FURTHER INQUIRY OR INVESTIGATION INTO
SUCH FACTS OR MATTERS AS IT MAY SEE FIT;
(I)
THE INSTITUTIONAL TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS
HEREUNDER OR PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH ITS
AGENTS OR ATTORNEYS AND THE INSTITUTIONAL TRUSTEE SHALL NOT BE RESPONSIBLE FOR
ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF OR FOR THE SUPERVISION OF, ANY SUCH
AGENT OR ATTORNEY APPOINTED WITH DUE CARE BY IT HEREUNDER;
(J)
WHENEVER IN THE ADMINISTRATION OF THIS DECLARATION THE
INSTITUTIONAL TRUSTEE SHALL DEEM IT DESIRABLE TO RECEIVE INSTRUCTIONS WITH
RESPECT TO ENFORCING ANY REMEDY OR RIGHT OR TAKING ANY OTHER ACTION HEREUNDER