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,
51
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.
(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, IS REQUIRED TO PROVIDE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS TO ITS PRIMARY REGULATORY AUTHORITY, (II) A
PRIVATE ENTITY THAT, ON THE DATE OF ORIGINAL ISSUANCE OF THE CAPITAL SECURITIES,
IS NOT REQUIRED TO PROVIDE AUDITED CONSOLIDATED FINANCIAL STATEMENTS TO ITS
PRIMARY REGULATORY AUTHORITY, BUT SUBSEQUENTLY BECOMES SUBJECT TO THE AUDITED
CONSOLIDATED FINANCIAL STATEMENT REPORTING REQUIREMENTS OF THAT REGULATORY
AUTHORITY OR (III) SUBJECT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT ON THE
DATE OF ORIGINAL ISSUANCE OF THE CAPITAL SECURITIES OR BECOMES SO SUBJECT AFTER
THE DATE HEREOF BUT SUBSEQUENTLY BECOMES A PRIVATE ENTITY, THEN, WITHIN