COMPLIANCE WITH SUCH REQUEST OR DIRECTION; PROVIDED,
THAT NOTHING CONTAINED IN THIS SECTION 2.10(G) SHALL BE TAKEN TO RELIEVE THE
INSTITUTIONAL TRUSTEE, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (OF WHICH THE
INSTITUTIONAL TRUSTEE HAS KNOWLEDGE (AS PROVIDED IN SECTION 2.10(M) HEREOF))
THAT HAS NOT BEEN CURED OR WAIVED, OF ITS OBLIGATION TO EXERCISE THE RIGHTS AND
POWERS VESTED IN IT BY THIS DECLARATION;
(H)
THE INSTITUTIONAL TRUSTEE SHALL NOT BE BOUND TO MAKE ANY
INVESTIGATION INTO THE FACTS OR MATTERS STATED IN ANY RESOLUTION, CERTIFICATE,
STATEMENT, INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, CONSENT, ORDER,
APPROVAL, BOND, DEBENTURE, NOTE OR OTHER EVIDENCE OF INDEBTEDNESS OR OTHER PAPER
OR DOCUMENT, UNLESS REQUESTED IN WRITING TO DO SO BY ONE OR MORE HOLDERS, BUT
THE INSTITUTIONAL TRUSTEE MAY MAKE SUCH FURTHER INQUIRY OR INVESTIGATION INTO
SUCH FACTS OR MATTERS AS IT MAY SEE FIT;
(I)
THE INSTITUTIONAL TRUSTEE MAY EXECUTE ANY OF THE TRUSTS OR POWERS
HEREUNDER OR PERFORM ANY DUTIES HEREUNDER EITHER DIRECTLY OR BY OR THROUGH ITS
AGENTS OR ATTORNEYS AND THE INSTITUTIONAL TRUSTEE SHALL NOT BE RESPONSIBLE FOR
ANY MISCONDUCT OR NEGLIGENCE ON THE PART OF, OR FOR THE SUPERVISION OF, ANY SUCH
AGENT OR ATTORNEY APPOINTED WITH DUE CARE BY IT HEREUNDER;
(J)
WHENEVER IN THE ADMINISTRATION OF THIS DECLARATION THE
INSTITUTIONAL TRUSTEE SHALL DEEM IT DESIRABLE TO RECEIVE INSTRUCTIONS WITH
RESPECT TO ENFORCING ANY REMEDY OR RIGHT OR TAKING ANY OTHER ACTION HEREUNDER,
THE INSTITUTIONAL TRUSTEE (I) MAY REQUEST INSTRUCTIONS FROM THE HOLDERS OF THE
COMMON SECURITIES AND THE CAPITAL SECURITIES, WHICH INSTRUCTIONS MAY BE GIVEN
ONLY BY THE HOLDERS OF THE SAME PROPORTION IN LIQUIDATION AMOUNT OF THE COMMON
SECURITIES AND THE CAPITAL SECURITIES AS WOULD BE ENTITLED TO DIRECT THE
INSTITUTIONAL TRUSTEE UNDER THE TERMS OF THE COMMON SECURITIES AND THE CAPITAL
SECURITIES IN RESPECT OF SUCH REMEDY, RIGHT OR ACTION, (II) MAY REFRAIN FROM
ENFORCING SUCH REMEDY OR RIGHT OR TAKING SUCH OTHER ACTION UNTIL SUCH
INSTRUCTIONS ARE RECEIVED, AND (III) SHALL BE FULLY PROTECTED IN ACTING IN
ACCORDANCE WITH SUCH INSTRUCTIONS;
(K)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS DECLARATION, THE
INSTITUTIONAL TRUSTEE SHALL NOT BE UNDER ANY OBLIGATION TO TAKE ANY ACTION THAT
IS DISCRETIONARY UNDER THE PROVISIONS OF THIS DECLARATION;
(L)
WHEN THE INSTITUTIONAL TRUSTEE INCURS EXPENSES OR RENDERS
SERVICES IN CONNECTION WITH A BANKRUPTCY EVENT, SUCH EXPENSES (INCLUDING THE
FEES AND EXPENSES OF ITS
21
COUNSEL) AND THE COMPENSATION FOR SUCH SERVICES ARE INTENDED TO CONSTITUTE
EXPENSES OF ADMINISTRATION UNDER ANY BANKRUPTCY LAW OR LAW RELATING TO CREDITORS
RIGHTS GENERALLY;
(M)
THE INSTITUTIONAL TRUSTEE SHALL NOT BE CHARGED WITH KNOWLEDGE OF AN
EVENT OF DEFAULT UNLESS A RESPONSIBLE OFFICER OF THE INSTITUTIONAL TRUSTEE HAS
ACTUAL KNOWLEDGE OF SUCH EVENT OR THE INSTITUTIONAL TRUSTEE RECEIVES WRITTEN
NOTICE OF SUCH EVENT FROM ANY HOLDER, EXCEPT THAT THE INSTITUTIONAL TRUSTEE
SHALL BE DEEMED TO HAVE KNOWLEDGE OF ANY EVENT OF DEFAULT PURSUANT TO SECTIONS
5.01(A), 5.01(B) OR 5.01(C) OF THE INDENTURE (OTHER THAN AN EVENT OF DEFAULT
RESULTING FROM THE DEFAULT IN