BY THE PURCHASER.
ARTICLE IV
TRUSTEES AND ADMINISTRATORS
SECTION 4.1.
NUMBER OF TRUSTEES.
THE NUMBER OF TRUSTEES INITIALLY SHALL BE
TWO, AND:
(A)
AT ANY TIME BEFORE THE ISSUANCE OF ANY SECURITIES, THE SPONSOR
MAY, BY WRITTEN INSTRUMENT, INCREASE OR DECREASE THE NUMBER OF TRUSTEES; AND
(B)
AFTER THE ISSUANCE OF ANY SECURITIES, THE NUMBER OF TRUSTEES MAY
BE INCREASED OR DECREASED BY VOTE OF THE HOLDER OF A MAJORITY IN LIQUIDATION
AMOUNT OF THE COMMON SECURITIES VOTING AS A CLASS AT A MEETING OF THE HOLDER OF
THE COMMON SECURITIES; PROVIDED, HOWEVER, THAT THERE SHALL BE A DELAWARE TRUSTEE
IF REQUIRED BY SECTION 4.2; AND THERE SHALL ALWAYS BE ONE TRUSTEE WHO SHALL BE
THE INSTITUTIONAL TRUSTEE, AND SUCH TRUSTEE MAY ALSO SERVE AS DELAWARE TRUSTEE
IF IT MEETS THE APPLICABLE REQUIREMENTS, IN WHICH CASE SECTION 2.11 SHALL HAVE
NO APPLICATION TO SUCH ENTITY IN ITS CAPACITY AS INSTITUTIONAL TRUSTEE.
SECTION 4.2.
DELAWARE TRUSTEE.
IF REQUIRED BY THE STATUTORY TRUST ACT, ONE
TRUSTEE (THE "DELAWARE TRUSTEE") SHALL BE:
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(A)
A NATURAL PERSON WHO IS A RESIDENT OF THE STATE OF DELAWARE AND A
U.S. PERSON AT LEAST 21 YEARS OF AGE; OR
(B)
IF NOT A NATURAL PERSON, AN ENTITY WHICH IS ORGANIZED UNDER THE
LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR THE DISTRICT OF COLUMBIA, HAS
ITS PRINCIPAL PLACE OF BUSINESS IN THE STATE OF DELAWARE, AND OTHERWISE MEETS
THE REQUIREMENTS OF APPLICABLE LAW, INCLUDING §3807 OF THE STATUTORY TRUST ACT.
The initial Delaware Trustee shall be Wilmington Trust Company.
SECTION 4.3.
INSTITUTIONAL TRUSTEE; ELIGIBILITY.
(A)
THERE SHALL AT ALL TIMES BE ONE TRUSTEE THAT SHALL ACT AS
INSTITUTIONAL TRUSTEE WHICH SHALL:
(I)
NOT BE AN AFFILIATE OF THE SPONSOR;
(II)
NOT OFFER OR PROVIDE CREDIT OR CREDIT ENHANCEMENT TO THE TRUST;
AND
(III)
BE A BANKING CORPORATION OR NATIONAL ASSOCIATION ORGANIZED AND
DOING BUSINESS UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE
THEREOF OR OF THE DISTRICT OF COLUMBIA AND AUTHORIZED UNDER SUCH LAWS TO
EXERCISE CORPORATE TRUST POWERS, HAVING A COMBINED CAPITAL AND SURPLUS OF AT
LEAST FIFTY MILLION U.S. DOLLARS ($50,000,000), AND SUBJECT TO SUPERVISION OR
EXAMINATION BY FEDERAL, STATE OR DISTRICT OF COLUMBIA AUTHORITY.
IF SUCH
CORPORATION OR NATIONAL ASSOCIATION PUBLISHES REPORTS OF CONDITION AT LEAST
ANNUALLY, PURSUANT TO LAW OR TO THE REQUIREMENTS OF THE SUPERVISING OR EXAMINING
AUTHORITY REFERRED TO ABOVE, THEN FOR THE PURPOSES OF THIS SECTION 4.3(A)(III),
THE COMBINED CAPITAL AND SURPLUS OF SUCH CORPORATION OR NATIONAL ASSOCIATION
SHALL BE DEEMED TO BE ITS COMBINED CAPITAL AND SURPLUS AS SET FORTH IN ITS MOST
RECENT REPORT OF CONDITION SO PUBLISHED.
(B)
IF AT ANY TIME THE INSTITUTIONAL TRUSTEE SHALL CEASE TO BE
ELIGIBLE TO SO ACT UNDER SECTION 4.3(A), THE INSTITUTIONAL TRUSTEE SHALL
IMMEDIATELY RESIGN IN THE MANNER AND WITH THE EFFECT SET FORTH IN SECTION 4.5.
(C)
IF THE INSTITUTIONAL TRUSTEE HAS OR SHALL ACQUIRE ANY "CONFLICTING
INTEREST" WITHIN THE MEANING OF § 310(B) OF THE TRUST INDENTURE ACT, THE