OR THE TERMS OF
THE SECURITIES OTHERWISE PROVIDES, THE ADMINISTRATORS, IN THEIR SOLE DISCRETION,
SHALL ESTABLISH ALL OTHER PROVISIONS RELATING TO MEETINGS OF HOLDERS OF
SECURITIES, INCLUDING NOTICE OF THE TIME, PLACE OR PURPOSE OF ANY MEETING AT
WHICH ANY MATTER IS TO BE VOTED ON BY ANY HOLDERS OF THE SECURITIES, WAIVER OF
ANY SUCH NOTICE, ACTION BY CONSENT WITHOUT A MEETING, THE ESTABLISHMENT OF A
RECORD DATE, QUORUM REQUIREMENTS, VOTING IN PERSON OR BY PROXY OR ANY OTHER
MATTER WITH RESPECT TO THE EXERCISE OF ANY SUCH RIGHT TO VOTE; PROVIDED,
HOWEVER, THAT EACH MEETING SHALL BE CONDUCTED IN THE UNITED STATES (AS THAT TERM
IS DEFINED IN TREASURY REGULATIONS SECTION 301.7701-7).
ARTICLE XII
REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
Section 12.1
Representations and Warranties of Institutional Trustee.
The initial Institutional Trustee represents and warrants to the Trust and to
the Sponsor at the date of this Declaration, and each Successor Institutional
Trustee represents and warrants to the Trust and the Sponsor at the time of the
Successor Institutional Trustee's acceptance of its appointment as Institutional
Trustee, that:
45
(A)
THE INSTITUTIONAL TRUSTEE IS A NATIONAL BANKING ASSOCIATION WITH
TRUST POWERS, DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE UNITED
STATES OF AMERICA WITH TRUST POWER AND AUTHORITY TO EXECUTE AND DELIVER, AND TO
CARRY OUT AND PERFORM ITS OBLIGATIONS UNDER THE TERMS OF, THIS DECLARATION;
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE INSTITUTIONAL
TRUSTEE OF THIS DECLARATION HAS BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION ON THE PART OF THE INSTITUTIONAL TRUSTEE.
THIS DECLARATION HAS BEEN DULY
EXECUTED AND DELIVERED BY THE INSTITUTIONAL TRUSTEE, AND IT CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF THE INSTITUTIONAL TRUSTEE, ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY,
REORGANIZATION, MORATORIUM, INSOLVENCY, AND OTHER SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW);
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS DECLARATION BY THE
INSTITUTIONAL TRUSTEE DOES NOT CONFLICT WITH OR CONSTITUTE A BREACH OF THE
CHARTER OR BYLAWS OF THE INSTITUTIONAL TRUSTEE; AND
(D)
NO CONSENT, APPROVAL OR AUTHORIZATION OF, OR REGISTRATION WITH OR
NOTICE TO, ANY STATE OR FEDERAL BANKING AUTHORITY IS REQUIRED FOR THE EXECUTION,
DELIVERY OR PERFORMANCE BY THE INSTITUTIONAL TRUSTEE OF THIS DECLARATION.
ARTICLE XIII
MISCELLANEOUS
Section 13.1
Notices.
All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied (which telecopy shall be followed by notice delivered or
mailed by first class mail) or mailed by first class mail, as follows:
(A)
IF GIVEN TO THE TRUST IN CARE OF THE ADMINISTRATORS AT THE TRUST'S
MAILING ADDRESS SET FORTH BELOW (OR SUCH OTHER ADDRESS AS THE TRUST MAY GIVE
NOTICE OF TO THE HOLDERS OF THE SECURITIES):
c/o Main Street Banks, Inc.
676 Chastain Road
P.O. Box 2147
Kennesaw, Georgia 30061
Attention: Robert D. McDermott
Telecopy: 770-788-2183
(B)
IF GIVEN