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;
(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
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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 2.9:
(A)
THE INSTITUTIONAL TRUSTEE MAY CONCLUSIVELY RELY AND SHALL FULLY BE
PROTECTED IN ACTING OR REFRAINING FROM ACTING IN GOOD FAITH UPON ANY RESOLUTION,
WRITTEN OPINION OF COUNSEL, CERTIFICATE, WRITTEN REPRESENTATION OF A HOLDER OR
TRANSFEREE, CERTIFICATE OF AUDITORS OR ANY OTHER