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 Institutional Trustee, 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:
(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 CONNECTICUT.
37
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 SUCH ACTS OR OMISSIONS.
(B)
AN INDEMNIFIED PERSON SHALL BE FULLY PROTECTED IN RELYING IN GOOD
FAITH UPON THE RECORDS OF THE TRUST AND UPON SUCH INFORMATION, OPINIONS, REPORTS
OR STATEMENTS PRESENTED TO THE TRUST BY ANY PERSON AS TO MATTERS THE INDEMNIFIED
PERSON REASONABLY BELIEVES ARE WITHIN SUCH OTHER PERSON'S PROFESSIONAL OR EXPERT
COMPETENCE AND, IF SELECTED BY SUCH INDEMNIFIED PERSON, HAS BEEN SELECTED BY
SUCH INDEMNIFIED PERSON WITH REASONABLE CARE BY OR ON BEHALF OF THE TRUST,
INCLUDING INFORMATION, OPINIONS, REPORTS OR STATEMENTS AS TO THE VALUE AND
AMOUNT OF THE ASSETS, LIABILITIES, PROFITS, LOSSES, OR ANY OTHER FACTS PERTINENT
TO THE EXISTENCE AND AMOUNT OF ASSETS FROM WHICH DISTRIBUTIONS TO HOLDERS OF
SECURITIES MIGHT PROPERLY BE PAID.
Section 9.3
Fiduciary