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;
21
(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 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 THE PAYMENT OF ADDITIONAL AMOUNTS
IF THE INSTITUTIONAL TRUSTEE DOES NOT HAVE ACTUAL KNOWLEDGE OR