(D)
REGISTRATIONS OF TRANSFERS OR EXCHANGES WILL
BE EFFECTED WITHOUT CHARGE, BUT ONLY UPON PAYMENT (WITH SUCH INDEMNITY AS THE
REGISTRAR OR THE SPONSOR MAY REQUIRE) IN RESPECT OF ANY TAX OR OTHER
GOVERNMENTAL CHARGE THAT MAY BE IMPOSED IN RELATION TO IT.
(E)
ALL CAPITAL SECURITIES ISSUED UPON ANY
REGISTRATION OF TRANSFER OR EXCHANGE PURSUANT TO THE TERMS OF THIS DECLARATION
SHALL EVIDENCE THE SAME SECURITY AND SHALL BE ENTITLED TO THE SAME BENEFITS
UNDER THIS DECLARATION AS THE CAPITAL SECURITIES SURRENDERED UPON SUCH
REGISTRATION OF TRANSFER OR EXCHANGE.
SECTION 8.3.
DEEMED SECURITY HOLDERS. THE TRUST,
THE ADMINISTRATORS, THE TRUSTEES, THE PAYING AGENT, THE TRANSFER AGENT OR THE
REGISTRAR MAY TREAT THE PERSON IN WHOSE NAME ANY CERTIFICATE SHALL BE REGISTERED
ON THE BOOKS AND RECORDS OF THE TRUST AS THE SOLE HOLDER OF SUCH CERTIFICATE AND
OF THE SECURITIES REPRESENTED BY SUCH CERTIFICATE FOR PURPOSES OF RECEIVING
DISTRIBUTIONS AND FOR ALL OTHER PURPOSES WHATSOEVER AND, ACCORDINGLY, SHALL NOT
BE BOUND TO RECOGNIZE ANY EQUITABLE OR OTHER CLAIM TO OR INTEREST IN SUCH
CERTIFICATE OR IN THE SECURITIES REPRESENTED BY SUCH CERTIFICATE ON THE PART OF
ANY PERSON, WHETHER OR NOT THE TRUST, THE ADMINISTRATORS, THE TRUSTEES, THE
PAYING AGENT, THE TRANSFER AGENT OR THE REGISTRAR SHALL HAVE ACTUAL OR OTHER
NOTICE THEREOF.
ARTICLE IX
LIMITATION OF LIABILITY OF
HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS
SECTION 9.1.
LIABILITY.
(A)
EXCEPT AS EXPRESSLY SET FORTH IN THIS
DECLARATION, THE GUARANTEE AND THE TERMS OF THE SECURITIES, THE SPONSOR SHALL
NOT BE:
34
(I)
PERSONALLY LIABLE FOR THE RETURN OF ANY
PORTION OF THE CAPITAL CONTRIBUTIONS (OR ANY RETURN THEREON) OF THE HOLDERS OF
THE SECURITIES WHICH SHALL BE MADE SOLELY FROM ASSETS OF THE TRUST; OR
(II)
REQUIRED TO PAY TO THE TRUST OR TO ANY
HOLDER OF THE SECURITIES ANY DEFICIT UPON DISSOLUTION OF THE TRUST OR OTHERWISE.
(B)
THE HOLDER OF THE COMMON SECURITIES SHALL BE
LIABLE FOR ALL OF THE DEBTS AND OBLIGATIONS OF THE TRUST (OTHER THAN WITH
RESPECT TO THE SECURITIES) TO THE EXTENT NOT SATISFIED OUT OF THE TRUST'S
ASSETS.
(C)
PURSUANT TO THE STATUTORY TRUST ACT, THE
HOLDERS OF THE CAPITAL SECURITIES SHALL BE ENTITLED TO THE SAME LIMITATION OF
PERSONAL LIABILITY EXTENDED TO STOCKHOLDERS OF PRIVATE CORPORATIONS FOR PROFIT
ORGANIZED UNDER THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
SECTION 9.2.
EXCULPATION.
(A)
NO INDEMNIFIED PERSON SHALL BE LIABLE,
RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE TRUST OR ANY COVERED
PERSON FOR ANY LOSS, DAMAGE OR CLAIM INCURRED BY REASON OF ANY ACT OR OMISSION
PERFORMED OR OMITTED BY SUCH INDEMNIFIED PERSON IN GOOD FAITH ON BEHALF OF THE
TRUST AND IN A MANNER SUCH INDEMNIFIED PERSON REASONABLY BELIEVED TO BE WITHIN
THE SCOPE OF THE AUTHORITY CONFERRED ON SUCH INDEMNIFIED PERSON BY THIS
DECLARATION OR BY LAW, EXCEPT THAT AN INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY
SUCH LOSS, DAMAGE OR CLAIM INCURRED BY REASON OF SUCH INDEMNIFIED PERSON'S
NEGLIGENCE OR WILLFUL MISCONDUCT WITH RESPECT TO