PERSON
IN ANY SUCH CAPACITY, OR ARISING OUT OF SUCH PERSON'S STATUS AS SUCH, WHETHER OR
NOT THE SPONSOR WOULD HAVE THE POWER TO INDEMNIFY SUCH PERSON AGAINST SUCH
LIABILITY UNDER THE PROVISIONS OF THIS SECTION.
(E)
FOR PURPOSES OF THIS SECTION, 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 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
50
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