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 WRITING FROM TIME TO TIME (WHICH COMPENSATION SHALL NOT BE
LIMITED BY ANY PROVISION OF LAW IN REGARD TO THE COMPENSATION OF A TRUSTEE OF AN
EXPRESS TRUST); AND
(II)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, TO REIMBURSE EACH OF THE TRUSTEES UPON REQUEST FOR ALL REASONABLE,
DOCUMENTED EXPENSES, DISBURSEMENTS AND ADVANCES INCURRED OR MADE BY SUCH PERSON
IN ACCORDANCE WITH ANY PROVISION OF THIS DECLARATION (INCLUDING THE REASONABLE
COMPENSATION AND THE EXPENSES AND DISBURSEMENTS OF SUCH PERSON'S AGENTS AND
COUNSEL), EXCEPT ANY SUCH EXPENSE, DISBURSEMENT OR ADVANCE ATTRIBUTABLE TO SUCH
PERSON'S NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH.
(B)
THE PROVISIONS OF THIS SECTION SHALL SURVIVE
THE DISSOLUTION OF THE TRUST AND THE TERMINATION OF THIS DECLARATION AND THE
REMOVAL OR RESIGNATION OF ANY TRUSTEE.
ARTICLE X
ACCOUNTING
SECTION 10.1.
FISCAL YEAR.
THE FISCAL YEAR (THE "FISCAL YEAR") OF THE TRUST
SHALL BE THE CALENDAR YEAR, OR SUCH OTHER YEAR AS IS REQUIRED BY THE CODE.
SECTION 10.2.
CERTAIN ACCOUNTING MATTERS.
(A)
AT ALL TIMES DURING THE EXISTENCE OF THE
TRUST, THE ADMINISTRATORS SHALL KEEP, OR CAUSE TO BE KEPT, AT THE PRINCIPAL
OFFICE OF THE TRUST IN THE UNITED STATES, AS DEFINED FOR PURPOSES OF TREASURY
REGULATIONS § 301.7701-7, FULL BOOKS OF ACCOUNT, RECORDS AND SUPPORTING
DOCUMENTS, WHICH SHALL REFLECT IN REASONABLE DETAIL EACH TRANSACTION OF THE
TRUST.
THE BOOKS OF ACCOUNT SHALL BE MAINTAINED ON THE ACCRUAL METHOD OF
ACCOUNTING, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED.
51
(B)
THE SPONSOR SHALL CAUSE THE ADMINISTRATORS
TO DELIVER, BY HARDCOPY OR ELECTRONIC TRANSMISSION, (I) TO THE PURCHASER AND
EACH HOLDER OR BENEFICIAL OWNER OF SECURITIES EACH REPORT ON FORM 10-K AND FORM
10-Q, IF ANY, PREPARED BY THE SPONSOR AND FILED WITH THE COMMISSION IN
ACCORDANCE WITH THE EXCHANGE ACT, WITHIN 10 BUSINESS DAYS AFTER THE FILING
THEREOF OR (II)
IF THE SPONSOR IS (A) NOT THEN SUBJECT TO SECTION 13 OR 15(D)
OF THE EXCHANGE ACT (A "PRIVATE ENTITY") OR (B) EXEMPT FROM REPORTING PURSUANT
TO RULE 12G3-2(B) THEREUNDER, THE INFORMATION REQUIRED BY RULE 144A(D)(4) UNDER
THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, SO LONG AS A HOLDER OR
BENEFICIAL OWNER OF THE CAPITAL SECURITIES IS THE PURCHASER OR AN ENTITY THAT
HOLDS A POOL OF TRUST PREFERRED SECURITIES AND/OR DEBT SECURITIES AS COLLATERAL
FOR ITS SECURITIES OR A TRUSTEE THEREOF, AND THE SPONSOR IS (I) A PRIVATE ENTITY
THAT, ON THE DATE OF ORIGINAL ISSUANCE OF THE CAPITAL SECURITIES,