AT THE REQUEST OF SUCH CONSTITUENT ENTITY AS A DIRECTOR, TRUSTEE,
OFFICER, EMPLOYEE OR AGENT OF ANOTHER ENTITY, SHALL STAND IN THE SAME POSITION
UNDER THE PROVISIONS OF THIS SECTION WITH RESPECT TO THE RESULTING OR SURVIVING
ENTITY AS SUCH PERSON WOULD HAVE WITH RESPECT TO SUCH CONSTITUENT ENTITY IF ITS
SEPARATE EXISTENCE HAD CONTINUED.
(F)
THE INDEMNIFICATION AND ADVANCEMENT OF EXPENSES PROVIDED BY, OR
GRANTED PURSUANT TO, THIS SECTION SHALL, UNLESS OTHERWISE PROVIDED WHEN
AUTHORIZED OR RATIFIED, CONTINUE AS TO A PERSON WHO HAS CEASED TO BE AN
INDEMNIFIED PERSON AND SHALL INURE TO THE BENEFIT OF THE HEIRS, EXECUTORS AND
ADMINISTRATORS OF SUCH A PERSON.
(G)
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF
THIS DECLARATION OR THE EARLIER RESIGNATION OR REMOVAL OF THE INSTITUTIONAL
TRUSTEE.
THE OBLIGATIONS OF THE SPONSOR UNDER THIS SECTION TO COMPENSATE AND
INDEMNIFY THE TRUSTEES AND TO PAY OR REIMBURSE THE TRUSTEES FOR EXPENSES,
DISBURSEMENTS AND ADVANCES SHALL CONSTITUTE ADDITIONAL INDEBTEDNESS HEREUNDER.
SUCH ADDITIONAL INDEBTEDNESS SHALL BE SECURED BY A LIEN PRIOR TO THAT OF THE
SECURITIES UPON ALL PROPERTY AND FUNDS HELD OR COLLECTED BY THE TRUSTEES AS
SUCH, EXCEPT FUNDS HELD IN TRUST FOR THE BENEFIT OF THE HOLDERS OF PARTICULAR
CAPITAL SECURITIES, PROVIDED, THAT THE SPONSOR IS THE HOLDER OF THE COMMON
SECURITIES.
SECTION 9.5.
OUTSIDE BUSINESSES.
ANY COVERED PERSON, THE SPONSOR, THE DELAWARE
TRUSTEE AND THE INSTITUTIONAL TRUSTEE (SUBJECT TO SECTION 4.3(C)) MAY ENGAGE IN
OR POSSESS AN INTEREST IN OTHER BUSINESS VENTURES OF ANY NATURE OR DESCRIPTION,
INDEPENDENTLY OR WITH OTHERS, SIMILAR OR DISSIMILAR TO THE BUSINESS OF THE
TRUST, AND THE TRUST AND THE HOLDERS OF SECURITIES SHALL HAVE NO RIGHTS BY
VIRTUE OF THIS DECLARATION IN AND TO SUCH INDEPENDENT VENTURES OR THE INCOME OR
PROFITS DERIVED THEREFROM, AND THE PURSUIT OF ANY SUCH VENTURE, EVEN IF
COMPETITIVE WITH THE BUSINESS OF THE TRUST, SHALL NOT BE DEEMED WRONGFUL OR
IMPROPER.
NONE OF ANY COVERED PERSON, THE SPONSOR, THE DELAWARE TRUSTEE OR THE
INSTITUTIONAL TRUSTEE SHALL BE OBLIGATED TO PRESENT ANY PARTICULAR INVESTMENT OR
OTHER OPPORTUNITY TO THE TRUST EVEN IF SUCH OPPORTUNITY IS OF A CHARACTER THAT,
IF PRESENTED TO THE TRUST, COULD BE TAKEN BY THE TRUST, AND ANY COVERED PERSON,
THE SPONSOR, THE DELAWARE TRUSTEE AND THE INSTITUTIONAL TRUSTEE SHALL HAVE THE
RIGHT TO TAKE FOR ITS OWN ACCOUNT (INDIVIDUALLY OR AS A PARTNER OR FIDUCIARY) OR
TO RECOMMEND TO OTHERS ANY SUCH PARTICULAR INVESTMENT OR OTHER OPPORTUNITY.
ANY
COVERED PERSON, THE DELAWARE TRUSTEE AND THE INSTITUTIONAL TRUSTEE MAY ENGAGE OR
BE INTERESTED IN ANY FINANCIAL OR OTHER TRANSACTION WITH THE SPONSOR OR ANY
AFFILIATE OF THE SPONSOR, OR MAY ACT AS DEPOSITARY FOR, TRUSTEE OR AGENT FOR, OR
ACT ON ANY COMMITTEE OR BODY OF HOLDERS OF, SECURITIES OR OTHER OBLIGATIONS OF
THE SPONSOR OR ITS AFFILIATES.
SECTION 9.6.
COMPENSATION; FEE.
(A)
THE SPONSOR AGREES:
(I)
TO PAY TO THE TRUSTEES FROM TIME TO TIME SUCH COMPENSATION FOR
ALL SERVICES RENDERED BY THEM HEREUNDER AS THE PARTIES SHALL AGREE IN