SHALL NOT AFFECT ANY RIGHTS OR
OBLIGATIONS THEN EXISTING.
(H)
THE SPONSOR OR THE TRUST MAY PURCHASE AND
MAINTAIN INSURANCE ON BEHALF OF ANY PERSON WHO IS OR WAS AN INDEMNIFIED PERSON
AGAINST ANY LIABILITY ASSERTED AGAINST HIM AND INCURRED BY HIM IN ANY SUCH
CAPACITY, OR ARISING OUT OF HIS STATUS AS SUCH, WHETHER OR NOT THE SPONSOR WOULD
HAVE THE POWER TO INDEMNIFY HIM AGAINST SUCH LIABILITY UNDER THE PROVISIONS OF
THIS SECTION 9.4.
(I)
FOR PURPOSES OF THIS SECTION 9.4,
REFERENCES TO "THE TRUST" SHALL INCLUDE, IN ADDITION TO THE RESULTING OR
SURVIVING ENTITY, ANY CONSTITUENT ENTITY (INCLUDING ANY CONSTITUENT OF A
CONSTITUENT) ABSORBED IN A CONSOLIDATION OR MERGER, SO THAT ANY PERSON WHO IS OR
WAS A DIRECTOR, TRUSTEE, OFFICER OR EMPLOYEE OF SUCH CONSTITUENT ENTITY, OR IS
OR WAS SERVING 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 9.4 WITH RESPECT TO THE RESULTING OR
SURVIVING ENTITY AS HE WOULD HAVE WITH RESPECT TO SUCH CONSTITUENT ENTITY IF ITS
SEPARATE EXISTENCE HAD CONTINUED.
(J)
THE INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES PROVIDED BY, OR GRANTED PURSUANT TO, THIS SECTION 9.4 SHALL, UNLESS
OTHERWISE PROVIDED WHEN AUTHORIZED OR RATIFIED, (I) 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; AND (II) SURVIVE THE
TERMINATION OR EXPIRATION OF THIS DECLARATION OR THE EARLIER REMOVAL OR
RESIGNATION OF AN INDEMNIFIED PERSON.
37
SECTION 9.5.
OUTSIDE BUSINESSES. ANY COVERED
PERSON, THE SPONSOR, THE DELAWARE TRUSTEE AND THE INSTITUTIONAL TRUSTEE 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