AND EXPENSES OF THE TRUST
(INCLUDING, BUT NOT LIMITED TO, COSTS AND EXPENSES RELATING TO THE ORGANIZATION,
MAINTENANCE AND DISSOLUTION OF THE TRUST), THE OFFERING, SALE AND ISSUANCE OF
THE SECURITIES (INCLUDING FEES TO THE PLACEMENT AGENTS IN CONNECTION THEREWITH),
THE FEES AND EXPENSES (INCLUDING REASONABLE COUNSEL FEES AND EXPENSES) OF THE
21
INSTITUTIONAL TRUSTEE AND THE ADMINISTRATORS, THE COSTS AND EXPENSES RELATING TO
THE OPERATION OF THE TRUST, INCLUDING, WITHOUT LIMITATION, COSTS AND EXPENSES OF
ACCOUNTANTS, ATTORNEYS, STATISTICAL OR BOOKKEEPING SERVICES, EXPENSES FOR
PRINTING AND ENGRAVING AND COMPUTING OR ACCOUNTING EQUIPMENT, PAYING AGENTS,
REGISTRARS, TRANSFER AGENTS, DUPLICATING, TRAVEL AND TELEPHONE AND OTHER
TELECOMMUNICATIONS EXPENSES AND COSTS AND EXPENSES INCURRED IN CONNECTION WITH
THE ACQUISITION, FINANCING, AND DISPOSITION OF TRUST ASSETS AND THE ENFORCEMENT
BY THE INSTITUTIONAL TRUSTEE OF THE RIGHTS OF THE HOLDERS; AND
(C)
TO PAY ANY AND ALL TAXES (OTHER THAN UNITED STATES WITHHOLDING
TAXES ATTRIBUTABLE TO THE TRUST OR ITS ASSETS) AND ALL LIABILITIES, COSTS AND
EXPENSES WITH RESPECT TO SUCH TAXES OF THE TRUST.
The Sponsor's obligations under this Section 3.3 shall be for the benefit of,
and shall be enforceable by, any Person to whom such debts, obligations, costs,
expenses and taxes are owed (a "Creditor") whether or not such Creditor has
received notice hereof.
Any such Creditor may enforce the Sponsor's obligations
under this Section 3.3 directly against the Sponsor and the Sponsor irrevocably
waives any right or remedy to require that any such Creditor take any action
against the Trust or any other Person before proceeding against the Sponsor.
The Sponsor agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 3.3.
Section 3.4
Right to Proceed.
The Sponsor acknowledges the rights of
Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.
ARTICLE IV
INSTITUTIONAL TRUSTEE AND ADMINISTRATORS
Section 4.1
Institutional Trustee; Eligibility.
(A)
THERE SHALL AT ALL TIMES BE ONE 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 TRUST COMPANY ORGANIZED AND DOING
BUSINESS UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF OR
THE DISTRICT OF COLUMBIA, AUTHORIZED UNDER SUCH LAWS TO EXERCISE CORPORATE TRUST
POWERS, HAVING A COMBINED CAPITAL AND SURPLUS OF AT LEAST 50 MILLION U.S.
DOLLARS ($50,000,000.00), AND SUBJECT TO SUPERVISION OR EXAMINATION BY FEDERAL,
STATE, OR DISTRICT OF COLUMBIA AUTHORITY.
IF SUCH CORPORATION 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 4.1(A)(III), THE COMBINED CAPITAL AND SURPLUS OF SUCH CORPORATION
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