SIMULTANEOUSLY PROVIDED TO THE CONTROLLING PARTY.
(C)
THE COLLATERAL TRUSTEE SHALL BE UNDER NO
OBLIGATION OR DUTY TO TAKE ANY ACTION UNDER THIS COLLATERAL TRUST AGREEMENT OR
ANY TRUST SECURITY DOCUMENT IF TAKING SUCH ACTION (I) WOULD SUBJECT THE
COLLATERAL TRUSTEE TO A TAX IN ANY JURISDICTION WHERE IT IS NOT THEN SUBJECT TO
A TAX OR (II) WOULD REQUIRE THE COLLATERAL TRUSTEE TO QUALIFY TO DO BUSINESS IN
ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED, UNLESS THE COLLATERAL
TRUSTEE RECEIVES SECURITY OR INDEMNITY REASONABLY SATISFACTORY TO IT AGAINST
SUCH TAX (OR EQUIVALENT LIABILITY), OR ANY LIABILITY RESULTING FROM SUCH
QUALIFICATION, IN EACH CASE AS RESULTS FROM THE TAKING OF SUCH ACTION UNDER THIS
COLLATERAL TRUST AGREEMENT OR ANY TRUST SECURITY DOCUMENT.
(D)
THE COLLATERAL TRUSTEE SHALL HAVE THE SAME
RIGHTS WITH RESPECT TO ANY SECURED OBLIGATION HELD BY IT AS ANY OTHER SECURED
PARTY AND MAY EXERCISE SUCH RIGHTS AS THOUGH IT WERE NOT THE COLLATERAL TRUSTEE
HEREUNDER, AND MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN
ANY KIND OF BANKING OR TRUST BUSINESS WITH THE COMPANY AND/OR ANY OF THE
GRANTORS AS IF IT WERE NOT THE COLLATERAL TRUSTEE.
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(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS COLLATERAL TRUST
AGREEMENT, THE COLLATERAL TRUSTEE SHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN IN ACCORDANCE WITH THIS COLLATERAL TRUST AGREEMENT OR THE
TRUST SECURITY DOCUMENTS EXCEPT TO THE EXTENT OF ITS OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
(F)
BEYOND THE EXERCISE OF REASONABLE CARE IN THE CUSTODY THEREOF,
THE COLLATERAL TRUSTEE SHALL HAVE NO DUTY AS TO ANY COLLATERAL IN ITS POSSESSION
OR CONTROL OR IN THE POSSESSION OR CONTROL OF ANY AGENT OR BAILEE OR ANY INCOME
THEREON OR AS TO PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER
RIGHTS PERTAINING THERETO AND THE COLLATERAL TRUSTEE SHALL NOT BE RESPONSIBLE
FOR FILING ANY FINANCING OR CONTINUATION STATEMENTS OR RECORDING ANY DOCUMENTS
OR INSTRUMENTS IN ANY PUBLIC OFFICE AT ANY TIME OR TIMES OR OTHERWISE PERFECTING
OR MAINTAINING THE PERFECTION OF ANY SECURITY INTEREST IN THE COLLATERAL.
THE
COLLATERAL TRUSTEE SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE
CUSTODY OF THE COLLATERAL IN ITS POSSESSION IF THE COLLATERAL IS ACCORDED
TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT ACCORDS ITS OWN PROPERTY AND
SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DIMINUTION IN THE VALUE OF
ANY OF THE COLLATERAL, BY REASON OF THE ACT OR OMISSION OF ANY CARRIER,
FORWARDING AGENCY OR OTHER AGENT OR BAILEE SELECTED BY THE COLLATERAL TRUSTEE IN
GOOD FAITH.
(G)
THE COLLATERAL TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE EXISTENCE,
GENUINENESS OR VALUE OF ANY OF THE COLLATERAL OR FOR THE VALIDITY, PERFECTION,
PRIORITY OR ENFORCEABILITY OF THE LIENS IN ANY OF THE COLLATERAL, WHETHER
IMPAIRED BY OPERATION OF LAW OR BY REASON OF ANY OF ANY ACTION OR OMISSION TO
ACT ON ITS PART HEREUNDER, EXCEPT TO THE EXTENT SUCH ACTION OR OMISSION
CONSTITUTES GROSS NEGLIGENCE, BAD FAITH