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, SAFEKEEPING 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 FIDUCIARY ACCOUNTS
GENERALLY, SUBJECT TO THE PROTECTIONS AND LIMITATIONS ON LIABILITY AFFORDED TO
THE INSTITUTIONAL TRUSTEE UNDER THIS DECLARATION;
(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
SPONSOR; AND MONEY HELD BY
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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,
OPINION OF COUNSEL, CERTIFICATE, WRITTEN REPRESENTATION OF A HOLDER OR
TRANSFEREE, CERTIFICATE OF AUDITORS OR ANY OTHER CERTIFICATE, STATEMENT,
INSTRUMENT, OPINION, REPORT, NOTICE, REQUEST, DIRECTION, CONSENT, ORDER,
APPRAISAL, BOND, DEBENTURE, NOTE, OTHER EVIDENCE OF INDEBTEDNESS OR OTHER PAPER
OR DOCUMENT BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED, SENT OR
PRESENTED BY THE PROPER PARTY OR PARTIES;
(B)
IF (I) IN PERFORMING ITS DUTIES UNDER THIS DECLARATION, THE
INSTITUTIONAL TRUSTEE IS REQUIRED TO DECIDE BETWEEN ALTERNATIVE COURSES OF
ACTION, (II) IN CONSTRUING ANY OF THE PROVISIONS OF THIS DECLARATION, THE
INSTITUTIONAL TRUSTEE FINDS THE SAME AMBIGUOUS OR INCONSISTENT WITH ANY OTHER
PROVISIONS CONTAINED HEREIN, OR (III) THE INSTITUTIONAL TRUSTEE IS UNSURE OF THE
APPLICATION OF ANY PROVISION OF THIS DECLARATION, THEN, EXCEPT AS TO ANY MATTER
AS TO WHICH THE HOLDERS OF CAPITAL SECURITIES ARE ENTITLED TO VOTE UNDER THE
TERMS OF THIS DECLARATION, THE INSTITUTIONAL TRUSTEE MAY DELIVER A NOTICE TO THE
SPONSOR REQUESTING THE SPONSOR'S WRITTEN INSTRUCTIONS AS TO THE COURSE OF ACTION
TO BE TAKEN AND THE INSTITUTIONAL TRUSTEE SHALL TAKE SUCH ACTION, OR REFRAIN
FROM TAKING SUCH ACTION, AS THE INSTITUTIONAL TRUSTEE SHALL BE INSTRUCTED IN
WRITING, IN WHICH EVENT THE INSTITUTIONAL TRUSTEE SHALL HAVE NO LIABILITY EXCEPT
FOR ITS OWN NEGLIGENCE OR WILLFUL MISCONDUCT;
(C)
ANY DIRECTION OR ACT OF THE SPONSOR OR THE ADMINISTRATORS
CONTEMPLATED BY THIS DECLARATION SHALL BE SUFFICIENTLY EVIDENCED BY AN OFFICERS'
CERTIFICATE;
(D)
WHENEVER IN THE ADMINISTRATION OF THIS DECLARATION, THE
INSTITUTIONAL TRUSTEE SHALL DEEM IT DESIRABLE THAT A