the United States or of any state thereof,
authorized to exercise corporate trust powers,
40
having a combined capital and surplus of at least fifty million dollars
($50,000,000), subject to supervision or examination by federal or state
authority and having an office within the United States.
If any such Person
publishes reports of condition at least annually pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 8.2, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee shall
cease to be eligible in accordance with the provisions of this Section 8.2, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article VIII.
SECTION 8.3.
DELAWARE TRUSTEE REQUIRED.
(A)
IF REQUIRED BY THE DELAWARE STATUTORY TRUST
ACT, THERE SHALL AT ALL TIMES BE A DELAWARE TRUSTEE WITH RESPECT TO THE TRUST
SECURITIES. THE DELAWARE TRUSTEE SHALL EITHER BE (I) A NATURAL PERSON WHO IS AT
LEAST 21 YEARS OF AGE AND A RESIDENT OF THE STATE OF DELAWARE OR (II) A LEGAL
ENTITY THAT HAS ITS PRINCIPAL PLACE OF BUSINESS IN THE STATE OF DELAWARE,
OTHERWISE MEETS THE REQUIREMENTS OF APPLICABLE DELAWARE LAW AND SHALL ACT
THROUGH ONE OR MORE PERSONS AUTHORIZED TO BIND SUCH ENTITY.
IF AT ANY TIME THE
DELAWARE TRUSTEE SHALL CEASE TO BE ELIGIBLE IN ACCORDANCE WITH THE PROVISIONS OF
THIS SECTION 8.3, IT SHALL RESIGN IMMEDIATELY IN THE MANNER AND WITH THE EFFECT
HEREINAFTER SPECIFIED IN THIS ARTICLE VIII.
(B)
THE DELAWARE TRUSTEE SHALL NOT BE ENTITLED
TO EXERCISE ANY POWERS, NOR SHALL THE DELAWARE TRUSTEE HAVE ANY OF THE DUTIES
AND RESPONSIBILITIES, OF THE PROPERTY TRUSTEE OR THE ADMINISTRATIVE TRUSTEES SET
FORTH HEREIN. THE DELAWARE TRUSTEE SHALL BE ONE OF THE TRUSTEES OF THE TRUST FOR
THE SOLE AND LIMITED PURPOSE OF FULFILLING THE REQUIREMENTS OF SECTION 3807 OF
THE DELAWARE STATUTORY TRUST ACT AND FOR TAKING SUCH ACTIONS AS ARE REQUIRED TO
BE TAKEN BY A DELAWARE TRUSTEE UNDER THE DELAWARE STATUTORY TRUST ACT.
THE
DUTIES (INCLUDING FIDUCIARY DUTIES), LIABILITIES AND OBLIGATIONS OF THE DELAWARE
TRUSTEE SHALL BE LIMITED TO (A) ACCEPTING LEGAL PROCESS SERVED ON THE TRUST IN
THE STATE OF DELAWARE AND (B) THE EXECUTION OF ANY CERTIFICATES REQUIRED TO BE
FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE THAT THE DELAWARE
TRUSTEE IS REQUIRED TO EXECUTE UNDER SECTION 3811 OF THE DELAWARE STATUTORY
TRUST ACT AND THERE SHALL BE NO OTHER DUTIES (INCLUDING FIDUCIARY DUTIES) OR
OBLIGATIONS, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, OF THE DELAWARE TRUSTEE.
SECTION 8.4.
APPOINTMENT OF ADMINISTRATIVE TRUSTEES.
(A)
THERE SHALL AT ALL TIMES BE ONE OR MORE
ADMINISTRATIVE TRUSTEES HEREUNDER WITH RESPECT TO THE TRUST SECURITIES. EACH
ADMINISTRATIVE TRUSTEE SHALL BE EITHER A NATURAL PERSON WHO IS AT LEAST 21 YEARS
OF AGE OR A