EXTENT THAT
THERE SHALL BE SUFFICIENT REVENUE OR PROCEEDS FROM THE TRUST PROPERTY TO ENABLE
THE INSTITUTIONAL TRUSTEE OR A PAYING AGENT TO MAKE PAYMENTS IN ACCORDANCE WITH
THE TERMS HEREOF.
EACH HOLDER, BY ITS ACCEPTANCE OF A 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 AND THE ADMINISTRATORS ARE NOT PERSONALLY LIABLE TO IT FOR ANY AMOUNT
DISTRIBUTABLE IN RESPECT OF ANY SECURITY OR FOR ANY OTHER LIABILITY IN RESPECT
OF ANY SECURITY.
THIS SECTION 2.9(C) DOES NOT LIMIT THE LIABILITY OF THE
TRUSTEES EXPRESSLY SET FORTH ELSEWHERE IN THIS DECLARATION OR, IN THE CASE OF
THE INSTITUTIONAL TRUSTEE, IN THE TRUST INDENTURE ACT.
(D)
NO PROVISION OF THIS DECLARATION SHALL BE
CONSTRUED TO RELIEVE THE INSTITUTIONAL TRUSTEE FROM LIABILITY FOR ITS OWN
NEGLIGENT ACTION, ITS OWN NEGLIGENT FAILURE TO ACT, OR ITS OWN WILLFUL
MISCONDUCT OR BAD FAITH WITH RESPECT TO MATTERS THAT ARE WITHIN THE AUTHORITY OF
THE INSTITUTIONAL TRUSTEE UNDER THIS DECLARATION, EXCEPT THAT:
(I)
THE INSTITUTIONAL TRUSTEE SHALL NOT BE
LIABLE FOR ANY ERROR OR JUDGMENT MADE IN GOOD FAITH BY AN AUTHORIZED OFFICER OF
THE INSTITUTIONAL TRUSTEE, UNLESS IT SHALL BE PROVED THAT THE INSTITUTIONAL
TRUSTEE WAS NEGLIGENT IN ASCERTAINING THE PERTINENT FACTS;
(II)
THE INSTITUTIONAL 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 A MAJORITY IN
LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES OR THE COMMON SECURITIES, AS
APPLICABLE, RELATING TO THE TIME, METHOD AND PLACE OF CONDUCTING ANY PROCEEDING
FOR ANY REMEDY AVAILABLE TO THE INSTITUTIONAL TRUSTEE, OR EXERCISING ANY TRUST
OR POWER CONFERRED UPON THE INSTITUTIONAL TRUSTEE UNDER THIS DECLARATION;
18
(III)
THE INSTITUTIONAL TRUSTEE'S SOLE DUTY WITH
RESPECT TO THE CUSTODY, SAFE KEEPING AND PHYSICAL PRESERVATION OF THE DEBENTURES
AND THE PROPERTY ACCOUNT SHALL BE TO DEAL WITH SUCH PROPERTY IN A SIMILAR MANNER
AS THE INSTITUTIONAL TRUSTEE DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT,
SUBJECT TO THE PROTECTIONS AND LIMITATIONS ON LIABILITY AFFORDED TO THE
INSTITUTIONAL TRUSTEE UNDER THIS DECLARATION AND THE TRUST INDENTURE ACT;
(IV)
THE INSTITUTIONAL TRUSTEE SHALL NOT BE LIABLE
FOR ANY INTEREST ON ANY MONEY RECEIVED BY IT EXCEPT AS IT MAY OTHERWISE AGREE IN
WRITING WITH THE SPONSOR; AND MONEY HELD BY THE INSTITUTIONAL TRUSTEE NEED NOT
BE SEGREGATED FROM OTHER FUNDS HELD BY IT EXCEPT IN RELATION TO THE PROPERTY
ACCOUNT MAINTAINED BY THE INSTITUTIONAL TRUSTEE PURSUANT TO SECTION 2.8(C)(I)
AND EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW; AND
(V)
THE INSTITUTIONAL TRUSTEE SHALL NOT BE
RESPONSIBLE FOR MONITORING THE COMPLIANCE BY THE ADMINISTRATORS OR THE SPONSOR
WITH THEIR RESPECTIVE DUTIES UNDER THIS DECLARATION, NOR SHALL THE INSTITUTIONAL
TRUSTEE BE LIABLE FOR ANY DEFAULT OR MISCONDUCT OF THE ADMINISTRATORS OR THE
SPONSOR.
SECTION 2.10.
CERTAIN RIGHTS OF INSTITUTIONAL TRUSTEE.
SUBJECT TO THE
PROVISIONS OF SECTION