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STANDARD TERMS AND CONDITIONS OF TRUST
FOR
NUVEEN UNIT TRUSTS SERIES 1
and subsequent Series
Effective: , 1997
Between
XXXX NUVEEN & CO. INCORPORATED
As Depositor
and
THE CHASE MANHATTAN BANK
As Trustee
______________________________
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TRUST INDENTURE AND AGREEMENT
NUVEEN UNIT TRUST
TABLE OF CONTENTS
SECTION HEADING PAGE
Form of Certificates...................................................1
ARTICLE I DEFINITIONS..................................................5
ARTICLE II DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST; FORM AND
ISSUANCE OF CERTIFICATES; INSURED TRUST BOND INSURANCE.......8
Section 2.01. Deposit of Securities..................................8
Section 2.02. Acceptance of Trust...................................10
Section 2.03. Issue of Certificates.................................10
Section 2.04. Form of Certificates..................................11
Section 2.05. Uncertificated Form...................................11
Section 2.06. Separate Trusts.......................................11
Section 2.07. Insured Trust Corporate Bond Insurance................11
ARTICLE III ADMINISTRATION OF FUND.....................................12
Section 3.01. Initial Cost..........................................12
Section 3.02. Interest Account......................................13
Section 3.03. Principal Account.....................................13
Section 3.04. Reserve Account.......................................14
Section 3.05. Distributions.........................................14
Section 3.06. Distribution Statements...............................16
Section 3.07. Sale of Securities....................................18
Section 3.08. Refunding Securities..................................19
Section 3.09. Counsel...............................................20
Section 3.10. Notice and Sale by Trustee............................20
Section 3.11. Trustee Not to Amortize...............................20
Section 3.12. Liability of Depositor................................20
Section 3.13. Notice to Depositor...................................20
Section 3.14. Limited Replacement of Special Securities.............21
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ARTICLE IV EVALUATION, REDEMPTION, PURCHASE, TRANSFER OR INTERCHANGE
OF UNITS AND REPLACEMENT OF CERTIFICATES...................24
Section 4.01. Evaluation.............................................24
Section 4.02. Redemptions by Trustee; Purchases by Depositor.........25
Section 4.03. Transfer or Interchange of Certificates or Units
Held in Uncertificated Form............................28
Section 4.04. Certificates Mutilated, Destroyed, Stolen or Lost......29
Section 4.05. Compensation of Depositor..............................29
ARTICLE V TRUSTEE.....................................................30
Section 5.01. General Definition of Trustee's Liabilities,
Rights and Duties......................................30
Section 5.02. Books, Records and Reports.............................33
Section 5.03. Indenture and List of Securities on File...............33
Section 5.04. Compensation...........................................33
Section 5.05. Removal and Resignation of Trustee; Successor..........34
Section 5.06. Qualifications of Trustee..............................36
ARTICLE VI RIGHTS OF UNITHOLDERS.......................................36
Section 6.01. Beneficiaries of Trust.................................36
Section 6.02. Rights, Terms and Conditions...........................36
ARTICLE VII ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS.............37
Section 7.01. Amendments.............................................37
Section 7.02. Termination............................................37
Section 7.03. Construction...........................................39
Section 7.04. Registration of Units..................................39
Section 7.05. Written Notice.........................................39
Section 7.06. Severability...........................................39
Section 7.07. Dissolution of Depositor Not to Terminate..............39
__________________________
This Contents does not constitute part of the Indenture.
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STANDARD TERMS AND CONDITIONS OF TRUST
FOR
NUVEEN UNIT TRUST SERIES 1
and subsequent Series
Effective , 1997
These Standard Terms and Conditions of Trust effective , 1997
are executed by and between Xxxx Nuveen & Co. Incorporated, as Depositor and
The Chase Manhattan Bank, as Trustee.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
INTRODUCTION
These Standard Terms and Conditions of Trust, effective ,
1997, shall be applicable to Nuveen Unit Trust Series 1 and all subsequent
Series established after the date of effectiveness hereof, as provided in
this paragraph. For Nuveen Unit Trust Series 1 and all subsequent Series
established after the date of effectiveness hereof to which these Standard
Terms and Conditions of Trust, effective , 1997, are to be
applicable, the Depositor and the Trustee shall execute a Trust Indenture and
Agreement, incorporating by reference these Standard Terms and Conditions of
Trust, effective , 1997, and designating any exclusion from or
exception to such incorporation by reference for the purposes of that Series
or variation of the terms hereof for the purposes of that Series and
specifying for that Series and for each Trust in such Series (i) the
Securities deposited in trust, (ii) the fractional undivided interest
represented by each Unit and (iii) the number of Units of the Trust.
WHEREAS, for those Units which at any time or from time to time may be
held in certificated form, the form of the certificates of ownership in the
respective Trusts ("CERTIFICATES") shall be substantially as follows:
No. ____ CERTIFICATE OF OWNERSHIP Units _____
Description of Trust Plan of Distribution ______
CUSIP _________________
This is to certify that _______________________________________ is the
owner and registered holder of this Certificate evidencing the ownership of
________________ units of undivided interest in the above-named Trust created
pursuant to the Trust Indenture and Agreement between Xxxx Nuveen & Co.
Incorporated and The Chase Manhattan Bank (the "TRUSTEE"), a copy of which is
available at the office of the Trustee. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Indenture to which
the Holder of this Certificate by virtue of the acceptance hereof assents and
is bound, a summary of which Indenture is contained in the Prospectus
relating to the Trust. This Certificate is transferable and interchangeable
by the registered owner in person or by his duly authorized attorney at the
Trustee's office upon surrender of this Certificate properly endorsed or
accompanied by a written instrument of transfer and any other documents that
the Trustee may require for transfer, in form satisfactory to the Trustee and
payment of the fees and expense provided in the Indenture.
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IN WITNESS WHEREOF, Xxxx Nuveen & Co. Incorporated has caused this
Certificate to be executed in facsimile by its Chairman of the Board and The
Chase Manhattan Bank, as Trustee, has caused this Certificate to be executed
in facsimile in its corporate name by an authorized officer.
Date:
XXXX NUVEEN & CO. INCORPORATED,
Depositor
By______________________________________
THE CHASE MANHATTAN BANK, Trustee
By_______________________________________
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FORM OF ASSIGNMENT
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____ Custodian ______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not
as tenants in common ______________________________
State
Additional abbreviations may also be used though not in the above list.
For Value Received, ________________________________ hereby sell, assign and
transfer ____________ Units represented by this Certificate unto
_____________________________
SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE MUST BE PROVIDED
___________________________________________________________________________
and does hereby irrevocably constitute and appoint
_____________________________________________________, attorney, to transfer
said Units on the books of the Trustee, with full power and substitution in
the premises.
Dated: _____________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the Certificate in every particular,
without alteration or enlargement or any
change whatever.
SIGNATURE(S) GUARANTEED BY
_________________________________
Firm or Bank
_________________________________
Authorized Signature
Signatures must be guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP")
or such other guarantee program in addition to, or in
substitution for, STAMP, as may be accepted by the Trustee.
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ARTICLE I
DEFINITIONS
SECTION 1.01. Whenever used in this Indenture the following words and
phrases, unless the context clearly indicates otherwise, shall have the
following meanings:
(1) "SECURITIES" shall mean such of the corporate debt obligations (the
"CORPORATE BONDS"); taxable, mortgage backed securities of the modified
pass through type guaranteed by the Government National Mortgage
Association and backed by the full faith and credit of the United States
(the "XXXXXX XXXX" or "XXXXXX XXX SECURITIES"); and/or U.S. Treasury
bonds which may included zero coupons Treasury obligations, i.e.,
Treasury obligations which accrue but do not pay interest currently, are
sold at a discount from principal value and represent an obligation to
receive the principal value thereof at a future date (the "TREASURY
OBLIGATIONS"); including delivery statements relating to "when, as and
if issued" and/or "regular-way" contracts, if any, for the purchase of
certain securities and certified or bank check(s) or letter(s) of credit
sufficient in amount or availability required for such purchase,
deposited in irrevocable trust and listed in Schedule A of the Trust
Agreement, and any obligations received in exchange, substitution or
replacement for such obligations pursuant to Sections 3.08 and 3.14
hereof, as may from time to time continue to be held as part of the
Trust Fund. Only zero coupon Treasury Obligations which, if
certificated, are or may be registered and held by the Trustee in book
entry form on the registration books of a bank or clearing house which
it is authorized to use a custodian of assets of a unit investment trust
pursuant to the Investment Company Act of 1940 shall be eligible for
deposit in any Trust.
(2) "BOOK ENTRY DEALER" shall mean those dealers including banks, trust
companies and other investment advisers for whose customers the
Depositor executes and confirms trades, and broker/dealers that clear
trades in Units through the Depositor, through whom purchasers of Units
will automatically be book entry Unitholders.
(3) "BOOK ENTRY POSITION" shall mean any position in Units of a Trust
which ownership is recorded on the books of the Trustee which notation
evidences ownership of an undivided fractional Interest in a Trust in
book entry form.
(4) "BOOK ENTRY POSITION CONFIRMATION" shall mean the notice sent out
by the Depositor to a purchaser of Units through a Book Entry Dealer, or
a Unitholder who converts certificated Units to a Book Entry Position
which confirms such purchase or conversion.
(5) "BOOK ENTRY UNITHOLDER" shall mean the registered holder of any
Book Entry Position as recorded on the books of the Trustee, his legal
representatives and heirs and the successors of any corporation,
partnership or other legal entity which is a registered holder of any
Book Entry Position and as such shall be deemed a beneficiary of the
related Trust created by this Indenture to the extent of his pro rata
share thereof.
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(6) "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or,
in the City of New York, a legal holiday or a day on which banking
institutions are authorized by law to close.
(7) "CERTIFICATE" shall mean any one of the certificates executed by
the Trustee and the Depositor evidencing ownership of an undivided
fractional interest in a Trust.
(8) "CERTIFICATED UNITHOLDER" shall mean the registered holder of any
Certificate, his legal representatives and heirs and the successors of
any corporation, partnership or other legal entity which is a registered
holder of any Certificate and as such shall be deemed a beneficiary of
the related Trust created by this Indenture to the extent of his pro
rata share thereof.
(9) "DEPOSITOR" shall mean Xxxx Nuveen & Co. Incorporated and its
successors in interest, or any successor depositor as hereinafter
provided for.
(10) "ELIGIBLE BOOK ENTRY UNITHOLDER" shall have the meaning ascribed to
such term in Section 4.02 of this Indenture.
(11) "INDENTURE" shall mean this Standard Terms and Conditions of Trust
as originally executed or, if amended as hereinafter provided, as so
amended, together with the Trust Indenture and Agreement creating a
particular series of the Fund.
(12) "INSURANCE" shall mean the contract or contracts or policy or
policies of insurance guaranteeing the payment when due of the principal
of and interest on the Corporate Bonds (except Corporate Bonds held
pursuant and subject to this Indenture which are insured by individual
policies of insurance issued by the Municipal Bond Insurance Association
("MBIA") or the MBIA Insurance Corporation (the "CORPORATION") which
have been obtained by the issuers or underwriters of such Corporate
Bonds (the "PRE-INSURED BONDS")) held pursuant and subject to this
Indenture, together with the proceeds, if any, thereof payable to or
received by the Trustee for the benefit of each Insured Trust in the
Fund and the respective Unitholders thereof.
(13) "INSURED TRUST" shall mean any separate trust created by this
Indenture, each Corporate Bond contained in the portfolio of which is
either a Pre-Insured Bond or guaranteed by insurance obtained by the
Depositor from the Insurer.
(14) "INSURER" shall mean the MBIA Insurance Corporation (the
"CORPORATION"), its successors and assigns, having its headquarters in
Armonk, New York, and issuing the contracts or policies of insurance
protecting the owners of the Bonds against nonpayment when due of the
principal thereof and interest thereon (except for Pre-Insured Bonds).
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(15) "NEW BONDS" shall have the meaning ascribed to such term in Section
3.14 of this Indenture.
(16) "PROSPECTUS" shall mean the prospectus relating to the Trust Fund
filed with the Securities and Exchange Commission pursuant to Rule
497(b) under the Securities Act of 1933, as amended, in the form first
used to confirm sales of Units.
(17) "TELEPHONE REDEMPTION AUTHORIZATION FORM" shall mean any form
approved by the Trustee for use by Book Entry Unitholders redeeming
1,000 Units or less.
(18) "TRUST" or "TRUSTS" shall mean the separate trust or trusts created
by this Indenture, the Securities constituting the portfolios of which
are listed in the various separate Schedules attached to the Trust
Agreement.
(19) "TRUST AGREEMENT" shall mean the Trust Indenture and Agreement for
the particular series of the Fund into which this Standard Terms and
Conditions is incorporated.
(20) "TRUSTEE" shall mean The Chase Manhattan Bank, or any successor
trustee as hereinafter provided for.
(21) "TRUSTEE'S OFFICE" shall mean the office of the Trustee specified
in the Prospectus or any other office that the Trustee may from time to
time designate as the principal office where its unit trust business
shall be conducted.
(22) "TRUST FUND" or "FUND" shall mean the collective Trusts created by
this Indenture, which shall consist of all the Securities held pursuant
and subject to this Indenture together with all undistributed interest
received or accrued thereon, and any undistributed cash realized from
the sale, redemption, liquidation, or maturity thereof or the proceeds
of insurance received in respect thereof. Such amounts as may be on
deposit in the Reserve Account hereinafter established shall be excluded
from the Trust Fund.
(23) "UNIT" in respect of any Trust shall mean the fractional undivided
interest in and ownership of the Trust equal initially to the fraction
specified in "Performance Information" in the Prospectus, the numerator
of which is one and the denominator of which shall be (1) increased by
the number of any additional Units issued pursuant to Section 2.01
hereof and (2) decreased by the number of any such Units redeemed as
provided in Section 4.02.
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(24) "UNITHOLDER" shall mean any Book Entry Unitholder or any
Certificated Unitholder.
(25) Words importing singular number shall include the plural number in
each case and vice versa, and words importing person shall include
corporations and associations, as well as natural persons.
(26) The words "HEREIN", "HEREBY", "HEREWITH", "HEREOF", "HEREINAFTER",
"HEREUNDER", "HEREINABOVE", "HEREAFTER", "HERETOFORE" and similar words
or phrases of reference and association shall refer to this Indenture in
its entirety.
ARTICLE II
DEPOSIT OF BONDS; ACCEPTANCE OF TRUST; FORM AND ISSUANCE
OF CERTIFICATES; INSURED TRUST BOND INSURANCE
SECTION 2.01. DEPOSIT OF SECURITIES. (a) The Depositor, on the date of
the Trust Agreement, has deposited with the Trustee in trust the Securities
listed in Schedule A to the Trust Agreement in bearer form or duly endorsed
in blank or accompanied by all necessary instruments of assignment and
transfer in proper form to be held, managed and applied by the Trustee as
herein provided. The Depositor agrees to pay the total purchase price of all
the Securities and shall deliver the Securities listed on said Schedule A to
the Trustee which were represented by delivery statements at the time of the
execution and delivery of the Trust Agreement within 90 days after said
execution and delivery, or if the contract to buy such Securities between the
Depositor and seller is terminated by the seller thereof for any reason
beyond the control of the Depositor, the Depositor shall forthwith take the
remedial action specified in Section 3.14.
(b) From time to time following the Initial Date of Deposit, the
Depositor is hereby authorized, in its discretion, to assign, convey to and
deposit with the Trustee additional Securities, in bearer form or duly
endorsed in blank or accompanied by all necessary instruments of assignment
and transfer in proper form (or Contract Obligations relating to such
Securities), to be held, managed and applied by the Trustee as herein
provided. In lieu of additional Securities or Contract Obligations
representing additional Securities, the Depositor may deposit with the
Trustee cash (or a letter of credit) in an amount equal to the valuation made
in accordance with Section 4.01 for the date of such deposit of the
additional Securities not delivered or represented by Contract Obligations
together with instructions to purchase such additional Securities. Each
deposit of additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities from the Depositor to the Trustee. The
Depositor, in each case, shall ensure that each deposit of additional
Securities pursuant to this Section shall be, as nearly as is practicable, in
the identical ratio as the Percentage Ratio for such Securities as is
specified in the Prospectus for the Trust and the Depositor shall ensure that
such Securities are identical to those deposited on the Initial Date of
Deposit. The Depositor shall obtain an opinion of counsel satisfactory to
the Depositor as to the validity of each deposit of additional Securities.
The Depositor shall deliver the additional Securities which were not
delivered concurrently with the deposit of additional Securities and which
were represented by Contract Obligations within 10 calendar days after such
deposit of additional Securities (the "ADDITIONAL SECURITIES DELIVERY
PERIOD"). If a contract to buy such Securities between the Depositor and
seller is terminated by the seller thereof for any reason beyond the control
of the Depositor or if for any other reason such Securities are not delivered
to the Trust by the end of the Additional Securities Delivery Period for such
deposit, the Trustee shall immediately draw on the Letter of Credit, if any,
in its entirety, apply the monies in accordance with Section 2.01(d), and the
Depositor shall forthwith take the remedial action specified in Section 3.14.
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If the Depositor does not take the action specified in Section 3.14 within
10 calendar days of the end of the Additional Securities Delivery Period, the
Trustee shall forthwith take the action specified in Section 3.14. If the
Depositor determines that Securities for whose purchase cash was deposited
with the Trustee cannot be acquired, the Depositor may proceed pursuant to
Section 3.14 in the same manner as if such Securities were Special
Securities. Instructions to purchase additional Securities shall be in
writing and shall specify the name, CUSIP number, if any, aggregate amount of
the Security to be purchased and price. The Trustee shall have no
responsibility or liability for any loss or depreciation resulting from any
purchase made pursuant to the Depositor's instructions and in the absence
thereof shall have no duty to purchase any Securities. The Trustee shall
have no responsibility for maintaining the composition of the Trust
portfolio. Cash delivered to the Trustee for purchase of additional
Securities pursuant to instructions of the Depositor shall be on deposit with
the Trustee and shall bear interest for the benefit of the Trust at the
Federal funds rate adjusted daily as reported in the New York Times under the
caption "Key Rates" less the cost to the Trustee of protecting such cash in
accordance with 12 C.F.R. Section 9.10 (or successor regulations), if the
Trustee is then required to so protect such cash.
(c) In connection with the deposits described in Section 2.01 (a) and
(b), the Depositor has, in the case of Section 2.01(a) deposits, and, prior
to the Trustee accepting a Section 2.01(b) deposit will, deposit cash and/or
Letter(s) of Credit in an amount sufficient to purchase the Contract
Obligations (the "PURCHASE AMOUNT") relating to Securities which are not
actually delivered to the Trustee at the time of such deposit, the terms of
which unconditionally allow the Trustee to draw on the full amount of the
available Letter of Credit. The Trustee may deposit such cash or cash drawn
on the Letter of Credit in a non-interest bearing account for the Trust.
(d) In the event that the purchase of Contract Obligations pursuant to
any contract shall not be consummated in accordance with said contract or if
the Securities represented by a Contract Obligation are not delivered to the
Trust in accordance with Section 2.01(a) or 2.01(b) and the monies, or, if
applicable, the monies drawn on the Letter of Credit, deposited by the
Depositor are not utilized for Section 3.14 purchases of New Securities, such
funds, to the extent of the purchase price of Failed Contract Obligations for
which no Replacement Security was acquired pursuant to Section 3.14, plus all
amounts described in the next succeeding two sentences, shall be credited to
the Principal Account and distributed pursuant to Section 3.05 to Unitholders
of record as of the Record Date next following the failure of consummation of
such purchase. The Depositor shall cause to be refunded to each Unitholder
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his PRO RATA portion of the sales charge levied on the sale of Units to such
Unitholder attributable to such Failed Contract Obligation. The Depositor
shall also pay to the Trustee, for distribution to the Unitholders, an amount
equal to the accrued interest (at the coupon rate of the Failed Securities)
to the date the Depositor notifies the Trustee that no Replacement Security
will be purchased or, in the absence of such notification, to the expiration
date for purchase of a Replacement Security specified in Section 3.14. Any
amounts remaining from monies drawn on the Letter of Credit which are not
used to purchase New Securities or are not used to provide refunds to
Unitholders shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to effect registration
or transfer of the Securities in fully registered form to the name of the
Trustee or to the name of its nominee.
(f) In connection with and at the time of any deposit of additional
Securities pursuant to Section 2.01(b), the Depositor shall exactly replicate
Cash (as defined below) received or receivable by the Trust as of the date of
such deposit. For purposes of this paragraph, "Cash" means, as to the
Principal Account, cash or other property (other than Securities) on hand in
the Principal Account or receivable and to be credited to the Principal
Account as of the date of the deposit (other than amounts to be distributed
solely to persons other than holders of Units created by the deposit) and, as
to the Income Account, cash or other property (other than Securities)
received by the Trust as of the date of the deposit or receivable by the
Trust in respect of matured interest payments not received as of the date of
the deposit, reduced by the amount of any cash or other property received or
receivable on any Security allocable (in accordance with the Trustee's
calculation of the monthly distribution from the Income Account pursuant to
Section 3.05) to a distribution made or to be made in respect of a Record
Date occurring prior to the deposit. Such replication will be made on the
basis of a fraction, the numerator of which is the number of Units created by
the deposit and the denominator of which is the number of Units which are
outstanding immediately prior to the deposit.
SECTION 2.02. ACCEPTANCE OF TRUST: The Trustee hereby accepts the trust
herein created for the use and benefit of the Unitholders in the Trusts,
subject to the terms and conditions of this Indenture.
SECTION 2.03. ISSUE OF CERTIFICATES. The Trustee hereby acknowledges
receipt of the deposit referred to in Section 2.01 and simultaneously with
the receipt of said deposit has executed and delivered to or on the order of
the Depositor Certificates substantially in the form above recited or has
recorded on the books of each Trust for the account of the Depositor the
ownership of Units representing the ownership of the number of Units of each
Trust Fund specified in Part II of the Trust Agreement. The Trustee hereby
agrees that on the date of any Notice of Deposit of Additional Securities
pursuant to Section 2.01 of the Indenture, it shall acknowledge that the
additional Securities identified therein have been deposited with it by
recording on its books the ownership, by the Depositor or such other person
or persons as may be indicated by the Depositor, of the aggregate number of
Units to be issued in respect of such additional Securities so deposited, and
shall, if so requested, execute documentation substantially in the form above
recited representing the ownership of an aggregate number of those Units.
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SECTION 2.04. FORM OF CERTIFICATES. Each Certificate referred to in
Section 2.03 is, and each Certificate hereafter issued shall be, in
substantially the form hereinabove recited, numbered serially for
identification, in fully registered form, transferable only on the books of
the Trustee as herein provided, executed either manually or in facsimile by
an authorized signatory of the Trustee and in facsimile by the Chairman,
President or one of the Vice Presidents of the Depositor and dated the date
of execution and delivery by the Trustee.
SECTION 2.05. UNCERTIFICATED FORM. Units may also be held in
uncertificated form. Upon the issuance of Units in uncertificated form, the
Trustee shall provide to the registered owner within two business days after
the issuance, an initial transaction statement which sets forth a description
of the Fund, the number of Units issued, the name, address and taxpayer
identification number, if any, of the Unitholders and the date the issuance
was registered or setting forth those items as are required by Article 8 of
the Uniform Commercial Code currently in effect in the State of New York.
Unitholders evidenced by Certificates may at any time elect to have their
Units held in uncertificated form by surrendering their Certificates to the
Trustee for cancellation. At such time, an appropriate notation will be made
in the registration books of the Trust to indicate that the Units formerly
evidenced by such canceled Certificates are Units held in uncertificated
form. The Trustee shall, at the request of the holder of any Units held in
uncertificated form, issue a new Certificate to evidence such Units and at
such time make appropriate notation in the registration books of the Trust.
If the Prospectus so provides, Units will be held (i) solely in
uncertificated form or (ii) held in uncertificated form unless the Unitholder
submits a written request to the Trustee for the issuance of a Certificate.
SECTION 2.06 SEPARATE TRUSTS: The Trusts created by this Indenture are
separate and distinct trusts for all purposes and the assets of one trust may
not be commingled with the assets of any other nor shall the expenses of any
trust be charged against the other. The Certificates and/or Book Entry
Positions representing the ownership of Units of undivided fractional
interest in one Trust shall not be exchangeable for certificates or book
entry positions representing ownership of Units of undivided fractional
interest in any other Trust.
SECTION 2.07. INSURED TRUST CORPORATE BOND INSURANCE: Concurrently with
the delivery to the Trustee of the Corporate Bonds listed in the Schedules
for Insured Trusts attached to the Trust Agreement, the Insurer has delivered
to and deposited with the Trustee, a unit investment trust insurance policy
or policies (the "Insurance") to protect each Corporate Bond and the
Unitholders of the respective Insured Trust in which such Corporate Bond is
held against nonpayment of principal and interest when due on any such
Corporate Bond or Corporate Bonds (except for Pre-Insured Bonds).
The Trustee shall take all action deemed necessary or advisable in
connection with the Insurance to continue the Insurance in full force and
effect, all in such manner as in its sole discretion shall appear to result
in the most protection and least expense to each Insured Trust.
At all times during the existence of the Insured Trust, the Insurance
policies shall provide for payment by the Insurer to the Trustee of any
amounts of principal and interest due, but not paid, by the issuer of an
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insured Corporate Bond. The Trustee shall promptly notify the Insurer of any
nonpayment or threatened nonpayment of principal or interest and the Insurer
shall in accordance with the terms of the policies make payment to the
Trustee of all amounts of principal and interest at that time due, but not
paid.
Upon the making of any payment referred to in the preceding paragraphs,
the Insurer shall succeed to the rights of the Trustee under the Corporate
Bond or Corporate Bonds involved to the extent of the payments made.
Concurrently with the payment of any amounts by the Insurer occasioned by the
nonpayment of principal and/or interest by the issuer, the Trustee shall
execute and deliver to the Insurer any receipt, instrument or document
required to evidence the right of the Insurer to payment of principal and/or
interest under the Corporate Bond or Corporate Bonds involved to the extent
of the payments made by the Insurer to the Trustee.
The Trustee shall promptly notify the Corporation of any nonpayment of
principal of or interest on any Bonds and if the Corporation should fail to
make payment to the Trustee within 30 days after receipt of such notice, the
Trustee shall take all action against the Corporation and/or the issuer
deemed necessary to collect all amounts of principal and interest at that
time due, but not collected.
ARTICLE III
ADMINISTRATION OF FUND
SECTION 3.01. INITIAL COST: The expenses incurred in establishing a
Trust, including the cost of the initial preparation and typesetting of the
registration statement, prospectuses (including preliminary prospectuses),
the indenture, and other documents relating to a Trust, printing of
Certificates, Securities and Exchange Commission and state blue sky
registration fees, the costs of the initial valuation of the portfolio and
audit of a Trust, the initial fees and expenses of the Trustee, and legal and
other out-of-pocket expenses related thereto, but not including the expenses
incurred in the printing of preliminary prospectuses and final prospectuses,
expenses incurred in preparation and printing of brochures and other
advertising materials and any other selling expenses shall be borne by the
Trust, PROVIDED, HOWEVER, the Trust shall not bear such expenses in excess of
the amount shown in the Statements of Condition included in the Prospectus
for the Trust dated the date specified in the Trust Agreement, and any such
excess shall be borne by the Depositor. To the extent the funds in the
Interest and Principal Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.01, the Trustee shall
advance out of its own funds and cause to be deposited and credited to the
Interest Account such amount as may be required to permit payment of such
expenses. The Trustee shall be reimbursed for such advance in the manner
provided in Section 3.05, and the provisions of Section 5.04 with respect to
the reimbursement of disbursements for Trust expenses, including, without
limitation, the lien in favor of the Trustee therefor, shall apply to the
payment of expenses made pursuant to this Section. For purposes of
calculation of distributions under Section 3.05 and the addition provided in
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clause (d) of Section 4.01, the expenses borne by the Trust pursuant to this
Section shall be deemed to have been paid on the date specified in the Trust
Agreement and to accrue at a daily rate over the time period specified for
their amortization in the Prospectus, PROVIDED, HOWEVER, that nothing herein
shall be deemed to prevent, and the Trustee shall be entitled to, full
reimbursement for any advances made pursuant to this Section no later than
the termination of the Trust.
SECTION 3.02. INTEREST ACCOUNT: The Trustee shall collect the interest
on the Securities in each Trust as such becomes payable (including all
interest accrued but unpaid prior to the date of deposit of the Securities in
trust and including that part of the proceeds of the sale, liquidation,
redemption or maturity of any Securities or insurance thereon which
represents accrued interest thereon but not accrued original issue discount,
if any) and credit such interest to a separate account for each Trust to be
known as the "Interest Account". For purposes of this Indenture, interest to
be credited to the Interest Account shall not be deemed to include original
issue discount accrued or paid or any amounts accrued or paid in respect of
Stripped Obligations.
SECTION 3.03. PRINCIPAL ACCOUNT: (a) The Securities in each Trust and
all moneys (except moneys held by the Trustee pursuant to subsection (b)
hereof) other than amounts credited to the Interest Account, received by the
Trustee in respect of the Securities in each Trust, including insurance
thereon, shall be credited to a separate account for each Trust to be known
as the "Principal Account."
(b) Moneys and/or irrevocable letters of credit required to purchase
Contract Securities or to purchase Securities pursuant to the Depositor's
written instructions, or deposited to secure such purchases, are hereby
declared to be held specially by the Trustee for such purchases and shall not
be deemed to be part of the Principal Account until (i) the Depositor fails
to timely purchase a Contract Security and has not given the Failed Contract
Notice (as defined in Section 3.14) at which time the moneys and/or letters
of credit attributable to the Contract Security not purchased by the
Depositor shall be credited to the Principal Account; or (ii) the Depositor
has given the Trustee the Failed Contract Notice at which time the moneys
and/or letters of credit attributable to failed contracts referred to in such
Notice shall be credited to the Principal Account; PROVIDED, HOWEVER, that if
the Depositor also notifies the Trustee in the Failed Contract Notice that it
has purchased or entered into a contract to purchase a New Security (as
defined in Section 3.14), the Trustee shall not credit such moneys and/or
letters of credit to the Principal Account unless the New Security shall also
have failed or is not delivered by the Depositor within two business days
after the settlement date of such New Security, in which event the Trustee
shall forthwith credit such moneys and/or letters of credit to the Principal
Account. The Trustee shall in any case forthwith credit to the Principal
Account, to the extent of moneys, or moneys then available under any letter
of credit, deposited by the Depositor, and/or cause the Depositor to deposit
in the Principal Account, the difference, if any, between the purchase price
of the failed Contract Security and the purchase price of the New Security,
together with any sales charge and accrued interest applicable to such
difference (or applicable to the failed Contract Security if no New Security
is deposited) and distribute such moneys to Unitholders pursuant to Section
3.05.
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The Trustee shall give prompt written notice to the Depositor and the
Evaluator of all amounts credited to or withdrawn from the Principal Account
and the balance in such Account after giving effect to such credit or
withdrawal.
SECTION 3.04. RESERVE ACCOUNT: From time to time the Trustee shall
withdraw from the cash on deposit in the Interest Account or the Principal
Account of the appropriate Trust such amounts as it, in its sole discretion,
shall deem requisite to establish a reserve for any applicable taxes or other
governmental charges that may be payable out of such Trust. Such amounts so
withdrawn shall be credited to a separate account for each Trust which shall
be known as the "Reserve Account." The Trustee shall not be required to
distribute to the Unitholders any of the amounts in the Reserve Account;
PROVIDED, HOWEVER, that if it shall, in its sole discretion, determine that
such amounts are no longer necessary for payment of any applicable taxes or
other governmental charges, then it shall promptly deposit such amounts in
the appropriate account.
SECTION 3.05. DISTRIBUTIONS: The Trustee, as of the Settlement Date set
forth in the Prospectus, shall advance from its own funds and shall pay to
the Depositor, as the sole Unitholder of record on the date of the Trust
Agreement, the amount of interest accrued on the Securities as of the date of
the Trust Agreement. The Trustee shall be entitled to reimbursement, without
interest, for such advancement from interest received by the respective
Trusts before any further distributions shall be made from the Interest
Account to Unitholders of the respective Trusts. The second distribution of
funds from the Interest Account of the respective Trusts shall be in the
amount as set forth for each Trust in the Prospectus and shall be made on the
date as indicated in the Prospectus (sometimes referred to herein as the
First General Record Date) to or upon the order of all Unitholders of record
of the respective Trusts as of the dates as indicated in the Prospectus. For
all subsequent monthly distributions to Unitholders of any Trust, the "RECORD
DATE" is hereby fixed to be those dates set forth in the Prospectus for each
Trust.
As of the first day of each month of each year commencing with the first
Record Date for each Trust indicated in the Prospectus, the Trustee shall
with respect to each Trust:
(a) deduct from the Interest Account or, to the extent funds are not
available in such Account, from the Principal Account and pay to itself
individually the amounts that it is at the time entitled to receive
pursuant to Sections 3.01 and 5.04;
(b) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to the
Depositor the amount that it is at the time entitled to receive pursuant
to Section 4.05; and
(c) deduct from the Interest Account, or, to the extent funds are not
available in such Account, from the Principal Account and pay to
counsel, as hereinafter provided for, an amount equal to unpaid fees and
expenses, if any, of such counsel as certified to by the Depositor.
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On or shortly after the 15th day of each month in which a monthly
distribution is to be made as set forth in the Prospectus (the "DISTRIBUTION
DATE") commencing on the date for each Trust indicated in the Prospectus, the
Trustee shall, with respect to any Trust, distribute by mail to or upon the
order of each Unitholder of record of such trust as of the close of business
on the preceding Record Date at the post office address appearing on the
registration books of the Trustee such Unitholder's pro rata share of the
balance of the Interest Account of such Trust calculated as of the Record
Date for such monthly payment on the basis of one-twelfth of the estimated
annual interest income to such Trust for the ensuing twelve months, after
deduction of the estimated costs and expenses of such Trust to be incurred
during the twelve month period for which the interest income has been
estimated provided, however, that the first such distribution may be a
partial distribution.
In the event the amount on deposit in the Interest Account of any Trust
on a Distribution Date is not sufficient for the payment of the amount of
interest to be distributed on the basis of the aforesaid computation, the
Trustee shall advance out of its own funds and cause to be deposited in and
credited to such Interest Account such amount as may be required to permit
payment of the interest distribution to be made on such Distribution Date and
shall be entitled to be reimbursed, without interest, out of interest
received by such Trust subsequent to the date of such advance and subject to
the condition that any such reimbursement shall be made only under conditions
which will not reduce the funds in or available for the Interest Account to
an amount less than required for the next ensuing distribution of interest.
The Trustee's fee takes into account the costs attributable to the outlay of
capital needed to make such advances.
If the Trustee determines that an event has occurred as a result of
which there has resulted an excessive distribution from the Interest Account,
it shall reduce subsequent distributions so as to reconcile, as promptly as
practicable, the aggregate net income and distributions from such Account.
Distributions of amounts represented by the cash balance in the
Principal Account for each Trust shall be computed as of the dates as
indicated in the Prospectus. With respect to any Trusts to which paragraph
(c) of Section 3.14 is applicable, the cash balance of the Principal Account
shall not include amounts permitted to be reinvested in Reinvestment
Securities pursuant to such paragraph until the Depositor otherwise notifies
the Trustee in writing. On the fifteenth day of each month, in which such
computation is made, or within a reasonable period of time thereafter, the
Trustee shall distribute by mail to or upon the order of each Unitholder of
record at the close of business on the date of computation (the Record Date)
at his post office address such holder's pro rata share of the cash balance
of such Principal Account as thus computed. The Trustee shall not be
required to make a distribution from such Principal Account unless the cash
balance on deposit therein available for distribution shall be sufficient to
distribute at least 10 cents per Unit.
If the Depositor (i) fails to replace any failed Special Security (as
defined in Section 3.14), or (ii) is unable or fails to enter into any
contract for the purchase of any New Security in accordance with Section
3.14, the Depositor shall pay to the Trustee and the Trustee shall
distribute, to the extent of the monies credited to the Principal Account
pursuant to Section 3.03(b) or supplied by the Depositor pursuant to this
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Section, to all Unitholders of Units in the respective Trust the principal
and accrued interest (at the coupon rate of the relevant Security to the date
the Depositor is notified of the failure) and sales charge attributable to
such Special Securities at the next Distribution Date which is more than
thirty days after the expiration of the Purchase Period (as defined in
Section 3.14) or at such earlier time or in such manner as the Trustee in its
sole discretion deems to be in the best interest of the Unitholders.
If any contract for a New Security in replacement of a Special Security
shall fail, the Depositor shall pay to the Trustee and the Trustee shall
distribute to the extent of the monies credited to the Principal Account
pursuant to Section 3.03(b) or supplied by the Depositor pursuant to this
Section, the principal and accrued interest (at the coupon rate of the
relevant Special Security to the date the Depositor is notified of the
failure) and sales charge attributable to the Special Security to the
Unitholders of Units in the respective Trust at the next Distribution Date
which is more than thirty days after the date on which the contract in
respect of such New Security failed or at such earlier time or in such
earlier manner as the Trustee in its sole discretion determines to be in the
best interest of the Unitholders.
If, at the end of the Purchase Period, less than all moneys attributable
to a failed Special Security have been applied or allocated by the Trustee
pursuant to a contract to purchase New Securities, the Trustee shall
distribute the remaining moneys to Unitholders of Units in the respective
Trust at the next Distribution Date which is more than thirty days after the
end of the Purchase Period or at such earlier time thereafter as the Trustee
in its sole discretion deems to be in the best interest of the Unitholders.
The amounts to be so distributed to each Unitholder of a Trust shall be
that pro rata share of the balance of the Interest and Principal Accounts of
such Trust, computed as set forth above, as shall be represented by the Units
registered on the books of the Trustee in the name of such Unitholder.
In the computation of each such share, fractions of less than one cent
shall be omitted. After any such distribution provided for above, any cash
balance remaining in the Interest Account or the Principal Account of a Trust
shall be held in the same manner as other amounts subsequently deposited in
each of such Accounts, respectively.
For the purpose of distribution as herein provided, the holders of
record on the registration books of the Trustee at the close of business on
each Record Date shall be conclusively entitled to such distribution, and no
liability shall attach to the Trustee by reason of payment to any such
registered Unitholder of record. Nothing herein shall be construed to
prevent the payment of amounts from the Interest Account and the Principal
Account of a Trust to individual Unitholders by means of one check, draft or
other proper instrument, PROVIDED that the appropriate statement of such
distribution shall be furnished therewith as provided in Section 3.06 hereof.
SECTION 3.06. DISTRIBUTION STATEMENTS: With each distribution from the
Interest or Principal Accounts of a Trust the Trustee shall set forth, either
in the instrument by means of which payment of such distribution is made or
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in an accompanying statement, the amount being distributed from each such
account expressed as a dollar amount per Unit of such Trust except that such
information need not be furnished to a Unitholder who has waived receipt
thereof in writing.; In the event that the issuer or insurer of any of the
Securities in a Trust shall fail to make payment when due of any interest or
principal and such failure results in a change in the amount which would
otherwise be distributed as a monthly distribution, the Trustee shall, with
the first distribution relating to such Trust following such failure, set
forth in an accompanying statement (a) the name of the issuer and the
Security, (b) the amount of the reduction in the distribution per unit
resulting from such failure, (c) the percentage of the aggregate principal
amount of Securities which such Security represents and (d) to the extent
then determined, information regarding any disposition or legal action with
respect to such Security.
Within a reasonable period of time after the last business day of each
calendar year, the Trustee shall furnish to each person who at any time
during such calendar year was a Unitholder of a Trust a statement setting
forth, with respect to such calendar year and with respect to such Trust:
(A) as to the Interest Account:
(1) the amount of interest received on the Securities (including
amounts representing interest received upon any disposition of
Securities, penalties for failure to make timely payments on Securities
or liquidated damages for default on breach of any condition or term of
the Securities),
(2) the amounts paid for purchases of New Securities pursuant to
Section 3.14 and for redemptions pursuant to Section 4.02,
(3) the deductions for applicable taxes and fees and expenses of the
Trustee, the Depositor and counsel, and
(4) the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year;
(B) as to the Principal Account:
(1) payments of principal on Securities, if any,
(2) the dates of the sale, maturity, liquidation or redemption of any
of the Securities and the net proceeds received therefrom excluding any
portion thereof credited to the Interest Account,
(3) the amount paid for purchases of New Securities, Replacement
Securities or Reinvestment Securities pursuant to Section 3.14 and for
redemptions pursuant to Section 4.02,
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(4) the deductions for payment of applicable taxes and fees and
expenses of the Trustee and bond counsel, and
(5) the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year; and
(C) the following information:
(1) a list of the Securities as of the last business day of such
calendar year,
(2) the number of Units outstanding on the last business day of such
calendar year,
(3) the Unit Value based on the last evaluation of such Trust made
during such calendar year,
(4) the amounts actually distributed during such calendar year from
the Interest and Principal Accounts, separately stated, expressed both
as total dollar amounts and as dollar amounts per Unit outstanding on
the Record Dates for such distributions, and
(5) such other information as the Trustee may deem appropriate.
SECTION 3.07. SALE OF SECURITIES: If necessary, in order to maintain the
sound investment character of a Trust, the Depositor may direct the Trustee
to sell or liquidate Securities in such Trust at such price and time and in
such manner as shall be determined by the Depositor, provided that the
Depositor has determined that any one or more of the following conditions
exist:
(a) that there has been a default on such Securities in the payment
of principal or interest, or both, when due and payable;
(b) that any action or proceeding has been instituted in law or
equity seeking to restrain or enjoin the payment of principal or
interest on any such Securities, or that there exists any other legal
question or impediment affecting such Securities or the payment of debt
service on the same;
(c) that there has occurred any breach of covenant or warranty in any
resolution, ordinance, trust indenture or other document, which would
adversely affect either immediately or contingently the payment of debt
service on such Securities, or their general credit standing, or
otherwise impair the sound investment character of such Securities;
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(d) that there has been a default in the payment of principal of or
interest on any other outstanding obligations of an issuer of such
Securities;
(e) that, in the case of Trusts containing Treasury Obligations,
there has been a default in payment of interest or principal of other
obligations guaranteed or backed by the full faith and credit of the
United States of America;
(f) that the price of any such Securities has declined to such an
extent, or such other market or credit factor exists, so that in the
opinion of the Depositor the retention of such Securities would be
detrimental to such Trust and to the interest of the Unitholders thereof;
(g) that such Securities are the subject of an advanced refunding.
For the purposes of this Section 3.07(g), "an advanced refunding" shall
mean when refunding bonds are issued and the proceeds thereof are
deposited in irrevocable trust to retire the Bonds on or before their
redemption date;
(h) that as of any Record Date any of the Securities are scheduled to
be redeemed and paid prior to the next succeeding Distribution Date;
PROVIDED, HOWEVER, that as the result of such redemption the Trustee
will receive funds in an amount sufficient to enable the Trustee to
include in the distribution from the Principal Account on such next
succeeding Distribution Date at least $.50 per Unit; or
(i) that the sale of Securities is necessary or advisable (1) in
order to maintain the qualification of a Trust as a "Regulated
Investment Company" in the case of a Trust which has elected to qualify
as such, or (2) to make distributions from a Trust in order to avoid the
incurrance of excise taxes.
Upon receipt of such direction from the Depositor, upon which the
Trustee shall rely, the Trustee shall proceed to sell or liquidate the
specified Securities in accordance with such direction; PROVIDED, HOWEVER,
that the Trustee shall not sell or liquidate any Securities upon receipt of a
direction from the Depositor that it has determined that the conditions in
subdivision (h) above exist, unless the Trustee shall receive on account of
such sale or liquidation the full principal amount of such Securities, plus
the premium, if any, and the interest accrued and to accrue thereon to the
date of the redemption of such Securities. The Trustee shall not be liable
or responsible in any way for depreciation or loss incurred by reason of any
sale made pursuant to any such direction or by reason of the failure of the
Depositor to give any such direction, and in the absence of such direction
the Trustee shall have no duty to sell or liquidate any Securities under this
Section 3.07 except to the extent otherwise required by Section 3.10 of this
Indenture.
SECTION 3.08. REFUNDING SECURITIES: In the event that an offer shall be
made by an obligor of any of the Securities in a Trust to issue new
obligations in exchange and substitution for any issue of Securities pursuant
to a plan for the refunding or refinancing of such Securities, the Depositor
shall instruct the Trustee in writing to reject such offer and either to hold
or sell such Securities, except that if (1) the issuer is in default with
respect to such Securities or (2) in the opinion of the Depositor, given in
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writing to the Trustee, the issuer will probably default with respect to such
Securities in the reasonably foreseeable future, the Depositor shall instruct
the Trustee in writing to accept or reject such offer or take any other
action with respect thereto as the Depositor may deem proper. Any obligation
so received in exchange shall either be sold as provided in Section 3.07 or
deposited hereunder and shall be subject to the terms and conditions of this
Indenture to the same extent as the Securities originally deposited
hereunder. Within five days after such deposit, notice of such exchange and
deposit shall be given by the Trustee to each Unitholder of such Trust,
including an identification of the Securities eliminated and the bonds
substituted therefor.
SECTION 3.09. COUNSEL: The Depositor may employ from time to time as it
may deem necessary a firm of attorneys for any legal services that may be
required in connection with the disposition of underlying securities pursuant
to Section 3.07 or the substitution of any securities for underlying bonds as
the result of any refunding permitted under Section 3.08. The fees and
expenses of such counsel shall be paid by the Trustee from the Interest and
Principal Accounts of the applicable Trust as provided for in Section 3.05(c)
hereof.
SECTION 3.10. NOTICE AND SALE BY TRUSTEE: If at any time the principal
of or interest on any of the Securities shall be in default and not paid or
provision for payment thereof shall not have been duly made, either pursuant
to any Insurance thereon or otherwise, the Trustee shall notify the Depositor
thereof. If within thirty days after such notification the Depositor has not
given any instruction to sell or to hold or has not taken any other action in
connection with such Securities, the Trustee shall sell such Securities
forthwith, and the Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of such sale.
SECTION 3.11. TRUSTEE NOT TO AMORTIZE: Nothing in this Indenture, or
otherwise, shall be construed to require the Trustee to make any adjustments
between the Interest and Principal Accounts of any Trust by reason of any
premium or discount in respect of any of the Securities.
SECTION 3.12. LIABILITY OF DEPOSITOR: The Depositor shall be under no
liability to the Unitholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Indenture or for errors
in judgment, but shall be liable only for its own negligence, lack of good
faith or willful misconduct. The Depositor may rely in good faith on any
paper, order, notice, list, affidavit, receipt, opinion, endorsement,
assignment, draft or any other document of any kind prima facie properly
executed and submitted to it by the Trustee, counsel, or any other persons
pursuant to this Indenture and in furtherance of its duties.
SECTION 3.13. NOTICE TO DEPOSITOR: In the event that the Trustee shall
have been notified at any time of any action to be taken or proposed to be
taken by holders of the Securities (including but not limited to the making
of any demand, direction, request, giving of any notice, consent or waiver or
the voting with respect to any amendment or supplement to any indenture,
resolution, agreement or other instrument under or pursuant to which the
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Securities have been issued) the Trustee shall promptly notify the Depositor
and shall thereupon take such action or refrain from taking any action as the
Depositor shall in writing direct; PROVIDED, HOWEVER, that if the Depositor
shall not within five business days of the giving of such notice to the
Depositor direct the Trustee to take or refrain from taking any action, the
Trustee shall take such action as it, in its sole discretion, shall deem
advisable. Neither the Depositor nor the Trustee shall be liable to any
person for any action or failure to take action with respect to this Section
3.13.
SECTION 3.14. LIMITED REPLACEMENT OF SPECIAL SECURITIES; REPLACEMENT
SECURITIES. (a) If any contract in respect of Contract Securities in a Trust
other than a contract to purchase a New Security (as defined below),
including those purchased on a "when, as and if issued" basis, shall have
failed due to any occurrence, act or event beyond the control of the
Depositor or the Trustee (such failed Contract Securities being herein called
the "SPECIAL SECURITIES"), the Depositor shall notify the Trustee (such
notice being herein called the "FAILED CONTRACT NOTICE") of its inability to
deliver the failed Special Security to the Trustee after it is notified that
the Special Security will not be delivered by the seller thereof to the
Depositor. Prior to, or simultaneously with, giving the Trustee the Failed
Contract Notice, or within a maximum of twenty days after giving such Notice
(such twenty-day period being herein called the "PURCHASE PERIOD"), the
Depositor shall, if possible, purchase or enter into the contract, if any, to
purchase an obligation to be held as a Security hereunder (herein called the
"NEW SECURITY") as part of the Fund in replacement of the failed Special
Security, subject to the satisfaction of all of the following conditions in
the case of each purchase or contract to purchase:
(1) The New Securities (i) shall have a fixed maturity date (whether
or not entitled to the benefits of any sinking, redemption, purchase of
similar fund) substantially similar to, but not exceeding the date of
maturity of the Special Securities they replace, (ii) must be purchased
at a price that results in a current return as of the Date of Deposit at
least equal to that of the Special Securities they replace, (iii) must
be purchased at a price that results in a yield to maturity as of the
Date of Deposit of the Trust at least equal to that of the Special
Securities they replace, (iv) shall be payable as to principal and
interest in United States currency, (v) shall not be "when, as and if
issued" Securities, and (vi) shall be issued after July 18, 1984.
(2) Each New Security shall be rated at least "BBB" or better in the
case of the Insured Trusts and "A" or better in the case of other Trusts
by Standard & Poor's Ratings Services or "Baa" or better in the case of
the Insured Trusts and "A" or better in the case of other Trusts by
Xxxxx'x Investors Service, Inc., or comparably rated by any other
nationally recognized credit rating service rating debt obligations
which shall be designated by the Depositor and shall be satisfactory to
the Trustee.
(3) The principal amount of the New Securities (exclusive of accrued
interest) shall not exceed the principal attributable to the Special
Securities.
(4) With respect to the Insured Trusts, each New Security shall be
acceptable to the Insurer to be included under the respective Trust's
Insurance and will be so included upon acquisition by the Trust or, in
the case of a Trust in which all Securities are not insured by a
portfolio insurance policy but are Pre-Insured Securities, shall be a
Pre-Insured Security.
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(5) The Depositor shall promptly furnish a notice to the Trustee
(which may be part of the Failed Contract Notice) in respect of the New
Securities purchased or to be purchased that shall (i) identify the New
Securities, (ii) state that the contract to purchase, if any, entered
into by the Depositor is satisfactory in form and substance, and (iii)
state that the foregoing conditions of clauses (1) through (4) have been
satisfied with respect to the New Securities.
Upon satisfaction of the foregoing conditions with respect to any New
Security, the Depositor shall pay the purchase price for the New Security
from its own resources or, if the Trustee has credited any moneys and/or
letters of credit attributable to the failed Special Security to the
Principal Account of such Trust, the Trustee shall pay the purchase price of
the New Security upon directions from the Depositor from the moneys and/or
letters of credit so credited to the Principal Account. If the Depositor has
paid the purchase price and, in addition, the Trustee has credited moneys of
the Depositor to the Principal Account of such Trust, the Trustee shall
forthwith return to the Depositor the portion of such moneys that is not
properly distributable to Unitholders pursuant to Section 3.05.
Whenever a New Security is acquired by the Depositor pursuant to the
provisions of this Section 3.14, the Trustee shall, within five days
thereafter, mail to all holders of Units of the respective Trust notice of
such acquisition, including an identification of the failed Special Security
and the New Security acquired. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
purchase made pursuant to any direction of the Depositor provided in this
Section 3.14, and in the absence of such direction the Trustee shall have no
duty to make any purchase. The Depositor shall not be liable for errors of
judgment in respect of this Section 3.14; PROVIDED, HOWEVER, that this
provision shall not protect the Depositor against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder. Notwithstanding
anything to the contrary in this Section 3.14, no substitution of New
Securities will be made unless the Depositor has received an opinion of
counsel that such substitution will not adversely affect the federal, state
or local income tax status of the Trust, if the principal amount of such New
Securities when added to all previously purchased New Securities in the Trust
exceeds 15% of the principal amount of Securities initially deposited in the
Trust.
(b) If the Trust has elected to be taxed as a Regulated Investment
Company, the Depositor may in writing from time to time direct the Trustee to
purchase, or to enter into contracts (which the depositor shall have approved
as satisfactory in form and substance) to purchase, obligations to be held as
Securities hereunder as a part of the Trust Fund (the "REPLACEMENT
SECURITIES") in respect of the moneys held in the Principal Account
representing the proceeds of Securities sold pursuant to Section 3.07 or
proceeds from the sale of Securities pursuant to Section 4.02 to the extent
that such proceeds are not required for the purpose of redemption of Units,
subject to the satisfaction of the following conditions in the case of each
such purchase or contract to purchase:
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(1) the Replacement Securities are substantially similar to the
Securities from which the proceeds in the Principal Account are derived;
(2) the Depositor has received an opinion of counsel that such purchase
will not adversely affect the status of the Trust under the Investment
Company Act of 1940, as amended; and
(3) the Depositor has given such written direction to the Trustee five
business days prior to the Record Date preceding the Distribution Date
on which such moneys would otherwise be distributed.
(c) If the Trust has elected to be taxed as a Regulated Investment
Company and if the Prospectus for the trust specifies that the reinvestment
of principal is permitted, from the Date of Deposit for such Trust until such
time as the Depositor notifies the Trustee in writing that such action is
impractical (the "REINVESTMENT PERIOD"), the Trustee shall, as directed by
the Depositor, enter into contracts (which the Depositor shall have approved
as satisfactory in form and substance) to purchase obligations to be held as
Securities hereunder as part of such trust (the "REINVESTMENT SECURITIES")
and shall pay for the same with the moneys held in the Principal Account
representing the payment or prepayment of principal on the underlying
Securities to the extent that such proceeds are not required for the purpose
of redemption of Units or other charges to the Principal Account then
pending. In giving such direction, the Depositor shall determine that the
Reinvestment Securities to be acquired pursuant to such contracts are
substantially similar to the Securities upon which the principal used to
purchase such Reinvestment Securities was received.
The Trustee may purchase the Reinvestment Securities for deposit in the
Trust Fund directly from market makers in such Securities or may retain the
Depositor or other brokers to purchase the Reinvestment Securities and pay
them usual and customary brokerage commissions for such transactions. Funds
remaining in the Principal Account subsequent to a purchase of Reinvestment
Securities will remain in such Account until such time as they can be
invested into additional Reinvestment Securities. During the reinvestment
period, amounts in the Principal Account which the Depositor determines and
so notifies the Trust in writing or via facsimile are (a) unable to be
invested into Reinvestment Securities or (b) are required to be distributed
for "regulated investment company" tax purposes shall be distributed on the
next Distribution Date, to Unitholders of record on the related Record Date.
At such time that the Depositor shall determine that the reinvestment of
cash from the Principal Account into Reinvestment Securities shall no longer
be practical, the Depositor shall notify the Trustee, in writing, that the
Reinvestment Period is terminated. Upon termination of the Reinvestment
Period, unreinvested amounts remaining in the Principal Account and amounts
subsequently credited to the Principal Account shall be distributed in
accordance with Section 3.05.
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(d) The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of any purchase made pursuant to any
direction of the Depositor provided in this Section 3.14, and in the absence
of such direction the Trustee shall have no duty to make any purchase. The
Depositor shall not be liable for errors of judgment in respect of this
Section 3.14; provided, however, that this provision shall not protect the
Depositor against any liability to which it would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.
ARTICLE IV
EVALUATION, REDEMPTION, PURCHASE, TRANSFER OR
INTERCHANGE OF UNITS AND REPLACEMENT OF CERTIFICATES
SECTION 4.01. EVALUATION: The Trustee shall make an evaluation of each
Trust as of that time set forth in the Prospectus (the "EVALUATION TIME"),
(i) on the last business day of each of the months of June and December, (ii)
on the day on which any Unit of a respective Trust is tendered for
redemption, and (iii) on any other day desired by the Trustee or requested by
the Depositor. Such evaluations shall take into account and itemize
separately, (1) the cash on hand in the respective Trust (other than cash
declared held in trust to cover contracts to purchase securities) or moneys
in the process of being collected from matured interest coupons or securities
matured or called for redemption prior to maturity, (2) the value of each
issue of the Securities in the Trust, (3) interest accrued thereon not
subject to collection and distribution and (4) amounts representing
organizational expenses paid less accrued organizational expenses of a Trust.
In making the evaluations the Trustee may determine the value of each issue
of the Securities in the Trust by the following methods or any combination
thereof which it deems appropriate: (i) on the basis of current bid prices
of such Securities as obtained from investment dealers or brokers (including
the Depositor) who customarily deal in bonds comparable to those held by the
Trust, or (ii) if bid prices are not available for any of such Securities, on
the basis of bid prices for comparable securities, or (iii) by causing the
value of the Securities in the Trust to be determined by others engaged in
the practice of evaluating, quoting or appraising securities. For each such
evaluation there shall be deducted from the sum of the above (i) amounts
representing any applicable taxes or governmental charges payable out of the
Trust and for which no deductions shall have previously been made for the
purpose of addition to the Reserve Account of such Trust, (ii) amounts
representing accrued expenses of the Trust including but not limited to
unpaid fees and expenses of the Trustee, the Depositor and counsel, in each
case as reported by the Trustee to the Depositor on or prior to the date of
evaluation, and (iii) cash held for distribution to Unitholders of such Trust
of record, and required for redemption of Units tendered, as of a date prior
to the evaluation then being made. The value of the pro rata share of each
Unit of such Trust determined on the basis of any such evaluation shall be
referred to herein as the "Unit Value." Until the Depositor has informed the
Trustee that there will be no further deposits of Additional Securities
pursuant to Section 2.01(b), the Depositor shall provide the Trustee with
written estimates of (i) the total organizational expenses to be borne by the
Trust pursuant to Section 3.01, (ii) the total number of Units to be issued
in connection with the initial deposit and all anticipated deposits of
additional Securities and (iii) the period or periods over which such
expenses are to be amortized and the aggregate amount of expense to be
amortized during each such period. For purposes of calculating the Trust
Evaluation and Unit Value, the Trustee shall treat all such anticipated
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expenses as having been paid and all liabilities therefor as having been
incurred, and all Units as having been issued, in each case on the date of
the Trust Agreement, and, in connection with each such calculation, shall
take into account a pro rata portion of such expense and liability based on
the actual number of Units issued as of the date of such calculation. In the
event the Trustee is informed by the Depositor of a revision in its estimate
of total expenses or total Units or period of amortization and upon the
conclusion of the deposit of additional Securities, the Trustee shall base
calculations made thereafter on such revised estimates or actual expenses or
period of amortization, respectively, but such adjustment shall not affect
calculations made prior thereto and no adjustment shall be made in respect
thereof.
The Depositor shall make an evaluation of each Trust as of the
Evaluation Time (i) on the last business day of each of the months of June
and December, (ii) on the day in which any Unit of such Trust is tendered for
redemption, and (iii) on any other day such an evaluation is desired by the
Trustee or is deemed necessary by the Depositor. Such evaluation shall be
made on the same basis as set forth in the preceding paragraph. The Trustee,
in lieu of making the evaluation provided in the preceding paragraph, may use
the evaluation made by the Depositor for all purposes of this Indenture,
except as provided in the following paragraph, and shall not be liable or
responsible, under any circumstances whatever, for its election to use the
Depositor's evaluation or for the accuracy or correctness thereof or for any
error or omission therein.
The Trustee shall also cause an evaluation of the Securities deposited
in each Trust to be made as of the Evaluation Time on the day preceding the
day on which said Securities are deposited under this Indenture by X.X. Xxxxx
Co., Inc., or such other evaluator as shall be specified by the Depositor.
Such evaluation shall be made on the same basis as set forth in the second
preceding paragraph except that it shall be based upon offering prices of
said Securities. The determination of the offering price of the Securities
so made shall be included in the Schedule attached to the Trust Agreement.
The Trustee shall not be liable or responsible, under any circumstances
whatever, for the accuracy or correctness of such evaluation or for the
selection of the evaluator making the same.
SECTION 4.02. REDEMPTIONS BY TRUSTEE; PURCHASES BY DEPOSITOR: A
Certificated Unitholder may redeem his Units by sending a written redemption
request and tendering his Certificate to the Trustee at the Trustee's Office.
Any individual Book Entry Unitholder redeeming 1,000 Units or less may do so
by telephone upon completion and submission to the Trustee of a Telephone
Redemption Authorization Form prior to the date of redemption (the "ELIGIBLE
BOOK ENTRY UNITHOLDERS"). All other Book Entry Unitholders must make their
redemption request in writing to the Trustee at the Trustee's Office, and may
do so by (i) completing the form on the reverse side of their Book Entry
Position Confirmation or (ii) sending a written redemption request which
includes (a) the tax identification number for the account, (b) the name and
address of the redeeming Unitholder, (c) a complete description of the Units
to be redeemed with the Trust number and payment option, (d) the number of
Units to be redeemed, (e) a notation that the Units are in Book Entry form
and (f) the number of Units remaining, if the redemption is a partial
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redemption. Any proper request for redemption made in one of the manners
provided for above shall be effected by the Trustee on the third business day
following the day on which such request for redemption is made (being herein
called the "REDEMPTION DATE"). Subject to payment by any redeeming
Unitholder of any tax or other governmental charges which may be imposed
thereon, such redemption is to be made by payment on the Redemption Date of
cash equivalent to the Unit Value, determined by the Trustee as of the
Evaluation Time set forth in the Prospectus, on the date of tender,
multiplied by the number of Units owned by the Unitholder plus a sum
equivalent to the amount of accrued interest which would have been payable on
such Units to, but not including, the third business day following the date
of tender (herein called the "REDEMPTION PRICE"). Unit redemption requests
received by telephone or in writing by the Trustee on any day after the
Evaluation Time set forth in the Prospectus will be treated by the Trustee as
received on the next day on which the New York Stock Exchange is open for
trading and will be deemed to have been received on such day for redemption
at the Redemption Price computed on that day.
The Trustee may in its discretion, and shall when so directed by the
Depositor, suspend the right of redemption for Units of a Trust or postpone
the date of payment of the Redemption Price therefor for more than three
business days following the day on which a proper request for redemption is
made in the manner provided for in this Section 4.02 (1) for any period
during which the New York Stock Exchange is closed other than customary
weekend and holiday closings or during which trading on the New York Stock
Exchange is restricted; (2) for any period during which an emergency exists
as a result of which disposal by such Trust of the Securities is not
reasonably practicable or it is not reasonably practicable fairly to
determine in accordance herewith the value of the Securities; or (3) for such
other period as the Securities and Exchange Commission may by order permit,
and shall not be liable to any person or in any way for any loss or damage
which may result from any such suspension or postponement.
Not later than the close of business on the day a proper request for
redemption in the manner provided for in this Section 4.02 by a Unitholder
other than the Depositor is received, the Trustee shall notify the Depositor
of such request. The Depositor shall have the right to purchase such Units
by notifying the Trustee of its election to make such purchase as soon as
practicable thereafter but in no event subsequent to the close of business on
the day on which the request for redemption of such Units was received. Such
purchase shall be made by payment for such Units by the Depositor to the
Unitholder not later than the close of business on the Redemption Date of an
amount equal to the Redemption Price which would otherwise be payable by the
Trustee to such Unitholder.
Any Unit so purchased by the Depositor may at the option of the
Depositor be tendered to the Trustee for redemption at the Trustee's Office
in the manner provided in the first paragraph of this Section 4.02.
If the Depositor does not elect to purchase any Unit of a Trust tendered
to the Trustee for redemption, or if a Unit is being tendered by the
Depositor for redemption, that portion of the Redemption Price which
represents interest shall be withdrawn from the Interest Account of such
Trust to the extent available. The balance paid on any redemption, including
accrued interest, if any, shall be withdrawn from the Principal Account of
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such Trust to the extent that funds are available for such purpose. If such
available balance shall be insufficient the Trustee shall sell such of the
Securities held in such Trust currently designated for such purposes by the
Depositor as the Trustee in its sole discretion shall deem necessary. Given
the minimum principal amount in which certain Securities may be required to
be sold, the proceeds of such sales may exceed the amount necessary for
payment of Units redeemed. Such excess proceeds shall be distributed pro
rata to all remaining Unitholders of record of such Trust Fund unless (i) the
Trust has elected to be taxed as a Regulated Investment Company and (ii) the
Depositor shall have notified the Trustee no later than five Business Days
prior to the next following Record Date that such excess proceeds shall be
reinvested as provided in Section 3.14; however, the Trustee shall not be
required to make a distribution from the Principal Account of the Trust Fund
unless the cash balance on deposit therein available for distribution shall
be sufficient to distribute at least the amount set forth in the related
Prospectus. In the event that funds are withdrawn from such Principal
Account for payment of accrued interest, such Principal Account shall be
reimbursed for such funds so withdrawn when sufficient funds are next
available in such Interest Account.
The Depositor shall maintain with the Trustee a current list of
Securities held in each Trust designated to be sold for the purpose of
redemption of Units of each Trust tendered for redemption and not purchased
by the Depositor, and for payment of expenses hereunder, provided that if the
Depositor shall for any reason fail to maintain such a list, the Trustee, in
its sole discretion, may designate a current list of Securities for such
purposes. The net proceeds of any sales of Securities from such list
representing principal shall be credited to the Principal Account of such
Trust and the proceeds of such sales representing accrued interest, if any,
but not accrued original issue discount, if any, shall be credited to the
Interest Account of such Trust.
Sales of Securities shall be made in such manner as the Trustee shall
determine will bring the best price obtainable for the Trust Fund, provided,
however, that sales shall be made in such manner, as the Trustee shall
determine, as will provide the Trustee with funds in an amount sufficient and
at the time necessary in order for it to pay the Redemption Price of Units
tendered for redemption, regardless of whether or not a better price could be
obtained if the Securities were sold without regard for the day on which the
proceeds of such sale would be received. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
sale of Bonds made pursuant to this Section 4.02.
Certificates evidencing Units and the amount recorded in the
registration books of the Trust representing Units held in uncertificated
form redeemed pursuant to this Section 4.02 shall be canceled by the Trustee
and the Unit or Units evidenced by such Certificates or evidenced by such
records in the registration books of the Trust for Units held in
uncertificated form shall be terminated by such redemptions.
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When directed by the Depositor, the Trustee shall employ the Depositor
as its agent for the purpose of executing sales of Securities. The Depositor
will verify the Trustee's ownership of any Security prior to entering into a
contract for its sale. The Trustee shall have no liability for loss or
depreciation resulting from the Depositor's negligence or misconduct as such
agent.
Notwithstanding the foregoing, the Trustee is hereby authorized in its
discretion, but without obligation, in the event that the Depositor does not
elect to purchase any Unit tendered to the Trustee for redemption, or in the
event that a Unit is being tendered by the Depositor for redemption, in lieu
of redeeming such Unit, to sell such Unit in the over-the-counter-market for
the account of the tendering Unitholder at a price which will return to the
Unitholder an amount in cash, net after deducting brokerage commissions,
transfer taxes and other charges, equal to or in excess of the Redemption
Price which such Unitholder would otherwise be entitled to receive on
redemption pursuant to this Section 4.02. The Trustee shall pay to the
Unitholder the net proceeds of any such sale no later than the day the
Unitholder would otherwise be entitled to receive payment of the Redemption
Price hereunder.
SECTION 4.03. TRANSFER OR INTERCHANGE OF CERTIFICATES OR UNITS HELD IN
UNCERTIFICATED FORM. A Unit may be transferred by the registered holder
thereof by presentation and surrender of the Certificate or in the case of
Units held in uncertificated form, written transfer instructions in a form
satisfactory to the Trustee at the unit investment trust office of the
Trustee, properly endorsed or accompanied by a written instrument or
instruments of transfer in form satisfactory to the Trustee and executed by
the Unitholder or his authorized attorney, whereupon a new registered
Certificate or Certificates or a new notation in the registration books of
the Trust for Units to be held in uncertificated form for the same number of
Units of the same Trust Fund executed by the Trustee and the Depositor will
be issued in exchange and substitution therefor. Certificates issued
pursuant to this Indenture are interchangeable for one or more other
Certificates in an equal aggregate number of Units of the same Trust and all
Certificates issued shall be issued in denominations of one Unit or any
multiple thereof as may be requested by the Unitholder. Unitholders may
exchange their Certificates for the same number of Units to be held in
uncertificated form as recorded in the registration books of the Trust. The
Trustee may deem and treat the person in whose name any Unit shall be
registered upon the books of the Trustee as the owner of such Unit for all
purposes hereunder and the Trustee shall not be affected by any notice to the
contrary, nor be liable to any person or in any way for so deeming and
treating the person in whose name any Unit shall be so registered.
Unitholders holding their Units in uncertificated form may at any time
request the Trustee to issue Certificates representing such Units. The
Trustee shall, upon receipt of such a request in a form satisfactory to it,
issue Certificates in denominations of one Unit or any multiple thereof as
may be requested by the Unitholders.
A sum sufficient to pay any tax or other governmental charge that may be
imposed in connection with any such transfer or interchange shall be paid by
the Unitholder to the Trustee. The Trustee may require a Unitholder to pay
$2.00 for each new Certificate issued on any such transfer or interchange.
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All Units canceled pursuant to this Indenture shall be disposed of by
the Trustee without liability on its part.
SECTION 4.04. CERTIFICATES MUTILATED, DESTROYED, STOLEN OR LOST: In case
any Certificate shall become mutilated or be destroyed, stolen or lost, the
Trustee shall execute and deliver a new Certificate or, at the Certificated
Unitholder's written request in a form satisfactory to the Trustee to
thereafter hold the Units in a Book Entry Position, enter an equivalent Book
Entry Position on the records of the Trustee pursuant to Section 4.03 in
exchange and substitution therefor upon the Unitholder's furnishing the
Trustee with proper identification and satisfactory indemnity, complying with
such other reasonable regulations and conditions as the Trustee may prescribe
and paying such expenses as the Trustee may incur. Any mutilated Certificate
shall be duly surrendered and cancelled before any new Certificate or Book
Entry Position shall be issued or recorded in exchange and substitution
therefor. Upon the issuance of any new Certificate or recording of any Book
Entry Position on the books of the Trustee a sum sufficient to pay any tax or
other governmental charge and the fees and expenses of the Trustee may be
imposed. Any such new Certificate issued or Book Entry Position recorded on
the books of the Trustee pursuant to this Section shall constitute complete
and indefeasible evidence of ownership of Units in the related Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.; In the event the related Trust has terminated
or is in the process of termination, the Trustee may, instead of issuing a
new Certificate or recording of a Book Entry Position in exchange and
substitution for any Certificate which shall have become mutilated or shall
have been destroyed, stolen or lost, make the distributions in respect of
such mutilated, destroyed, stolen or lost Certificate (without surrender
thereof except in the case of a mutilated Certificate) as provided in Section
7.02 hereof if the Trustee is furnished with such security or indemnity as it
may require to save it harmless, and in the case of destruction, loss or
theft of a Certificate, evidence to the satisfaction of the Trustee of the
destruction, loss or theft of such Certificate and of the ownership thereof.
SECTION 4.05. COMPENSATION OF DEPOSITOR: For services performed under
this Indenture in evaluating and for maintaining surveillance over the
Securities in each Trust, the Depositor shall be paid that amount per set
forth in the Prospectus. Such compensation shall be computed on the basis of
the greatest amount of such principal amount of Securities in each Trust at
any time during the period with respect to which such compensation is being
computed and may, from time to time, be adjusted provided that the total
adjustment upward does not, at the time of such adjustment, exceed the
percentage of the total increase, after the date hereof, in consumer prices
for services as measured by the United States Department of Labor Consumer
Price Index entitled "All Services Less Rent" or if such index no longer
exists, a comparable index. The consent or concurrence of any Unitholder
hereunder shall not be required for any such adjustment or increase. The
Depositor shall in addition be compensated for its costs incurred in
providing such other services to the Trust as the Trustee shall request.
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Such compensation shall be charged by the Trustee, upon receipt of invoice
therefor from the Depositor, against the Interest and Principal Accounts of
the respective Trusts on or before the Distribution Date on which such period
terminates. If the cash balances in the Interest and Principal Accounts of
any Trust shall be insufficient to provide for amounts payable pursuant to
this Section 4.05, the Trustee shall have the power to sell (i) Securities of
such Trust from the current list of Securities designated to be sold pursuant
to Section 4.02 hereof, or (ii) if no such Securities have been so designated
such Securities of such Trust as the Trustee may see fit to sell in its own
discretion, and to apply the proceeds of any such sale in payment of the
amounts payable pursuant to this Section 4.05. Any moneys payable to the
Depositor pursuant to this Section 4.05 shall be secured by a prior lien on
such Trust except that no such lien shall be prior to any lien in favor of
the Trustee under the provisions of Section 5.04.
ARTICLE V
TRUSTEE
SECTION 5.01. GENERAL DEFINITION OF TRUSTEE'S LIABILITIES, RIGHTS AND
DUTIES: The Trustee shall in its discretion undertake such action as it may
deem necessary at any and all times to protect each Trust and the rights and
interests of the Unitholders pursuant to the terms of this Indenture,
PROVIDED, HOWEVER, that the expenses and costs of such actions, undertakings
or proceedings shall be reimbursable to the Trustee from the Interest and
Principal Accounts of such Trust and the payment of such costs and expenses
shall be secured by a prior lien on such Trust.; In addition to and
notwithstanding the other duties, rights, privileges and liabilities of the
Trustee as otherwise set forth herein, the liabilities of the Trustee are
further defined as follows:
(a) All moneys deposited with or received by the Trustee hereunder
related to a Trust shall be held by it without interest in trust as part
of such Trust or the Reserve Account of such Trust until required to be
disbursed in accordance with the provisions of this Indenture and such
moneys will be segregated by separate recordation on the trust ledger of
the Trustee so long as such practice preserves a valid preference under
applicable law, or if such preference is not so preserved the Trustee
shall handle such moneys in such other manner as shall constitute the
segregation and holding thereof in trust within the meaning of the
Investment Company Act of 1940.
(b) The Trustee shall be under no liability for any action taken in
good faith on any appraisal, paper, order, list, demand, request,
consent, affidavit, notice, opinion, direction, evaluation, endorsement,
assignment, resolution, draft or other document whether or not of the
same kind prima facie properly executed, or for the disposition of
moneys, Bonds, Certificates or Book Entry Positions pursuant to this
Indenture, or in respect of any evaluation which it is required to make
or is required or permitted to have made by others under this Indenture
or otherwise, except by reason of its own negligence, lack of good faith
or willful misconduct, provided that the Trustee shall not in any event
be liable or responsible for any evaluation made by the Depositor. The
Trustee may construe any of the provisions of this Indenture, insofar as
the same may appear to be ambiguous or inconsistent with any other
provisions hereof, and any construction of any such provisions hereof by
the Trustee in good faith shall be binding upon the parties hereto.
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(c) The Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Indenture or for
the due execution hereof by the Depositor, or for the form, character,
genuineness, sufficiency, value or validity of any Securities (except
that the Trustee shall be responsible for the exercise of due care in
determining the genuineness of Securities delivered to it pursuant to
contracts for the purchase of such Securities) or for or in respect of
the validity or sufficiency of any Certificates or of the due execution
thereof by the Depositor, or for the payment by the Insurer of amounts
due under or the performance by the Insurer of its obligations in
accordance with the Insurance, and the Trustee shall in no event assume
or incur any liability, duty, or obligation to any Unitholder or the
Depositor other than as expressly provided for herein. The Trustee
shall not be responsible for or in respect of the validity of any
signature by or on behalf of the Depositor.
(d) The Trustee shall not be under any obligation to appear in,
prosecute or defend any action, which in its opinion may involve it in
expense or liability, unless as often as required by the Trustee, it
shall be furnished with reasonable security and indemnity against such
expense or liability, and any pecuniary cost of the Trustee from such
actions shall be deductible from and a charge against the Interest and
Principal Accounts of the affected Trust or Trusts. The Trustee shall
in its discretion undertake such action as it may deem necessary at any
and all times to protect the Trust and the rights and interests of the
Unitholders pursuant to the terms of this Indenture; PROVIDED, HOWEVER,
that the expenses and costs of such actions, undertakings or proceedings
shall be reimbursable to the Trustee from the Interest and Principal
Accounts, and the payment of such costs and expenses shall be secured by
a lien on the Trust prior to the interests of Unitholders.
(e) The Trustee may employ agents, attorneys, accountants and
auditors and shall not be answerable for the default or misconduct of
any such agents, attorneys, accountants or auditors if such agents,
attorneys, accountants or auditors shall have been selected with
reasonable care. The Trustee shall be fully protected in respect of any
action under this Agreement taken, or suffered, in good faith by the
Trustee, in accordance with the opinion of its counsel. The fees and
expenses charged by such agents, attorneys, accountants or auditors
shall constitute an expense of the Trustee reimbursable from the
Interest and Principal Accounts of the affected Trust as set forth in
Section 5.04 hereof.
(f) If at any time the Depositor shall fail to undertake or perform
any of the duties which by the terms of this Indenture are required by
it to be undertaken or performed, or such Depositor shall become
incapable of acting or shall be adjudged a bankrupt or insolvent, or a
receiver of such Depositor or of its property shall be appointed, or any
public officer shall take charge or control of such Depositor or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then in any such case, the Trustee may: (1) appoint a
successor depositor who shall act hereunder in all respects in place of
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such Depositor which successor shall be satisfactory to the Trustee, and
which may be compensated at rates deemed by the Trustee to be reasonable
under the circumstances, by deduction ratably from the Interest Accounts
of the affected Trusts or, to the extent funds are not available in such
Account, from the Principal Accounts of the affected Trusts but no such
deduction shall be made exceeding such reasonable amount as the
Securities and Exchange Commission may prescribe in accordance with
Section 26(a)(2)(C) of the Investment Company Act of 1940, or (2)
terminate and liquidate the affected Trust in the manner provided in
Section 7.02.
(g) If (i) the value of any Trust as shown by any evaluation by the
Trustee pursuant to Section 4.01 hereof shall be less than twenty per
cent (20%) of the aggregate principal amount of Securities initially
deposited in such Trust, or (ii) by reason of the Depositor's redemption
of Units of a Trust not theretofore sold, the net worth of the Trust is
reduced to less than forty per cent (40%) of the aggregate principal
amount of Securities initially deposited therein, the Trustee may in its
discretion, and shall when so directed by the Depositor, terminate this
Indenture and the trust created hereby insofar as they related to such
Trust and liquidate such Trust, all in the manner provided in Section
7.02.
(h) In no event shall the Trustee be liable for any taxes or other
governmental charges imposed upon or in respect of the Securities or
upon the interest thereon or upon it as Trustee hereunder or upon or in
respect of any Trust which it may be required to pay under any present
or future law of the United States of America or of any other taxing
authority having jurisdiction in the premises. For all such taxes and
charges and for any expenses, including counsel fees, which the Trustee
may sustain or incur with respect to such taxes or charges, the Trustee
shall be reimbursed and indemnified out of the Interest and Principal
Accounts of the affected Trust, and the payment of such amounts so paid
by the Trustee shall be secured by a prior lien on such Trust.
(i) No payment to a Depositor or to any principal underwriter (as
defined in the Investment Company Act of 1940) for the Trust or to any
affiliated person (as so defined) or agent of a Depositor or such
underwriter shall be allowed the Trustee as a expense except for payment
of such reasonable amounts as the Securities and Exchange Commission may
prescribe as compensation for performing bookkeeping and other
administrative services of a character normally performed by the Trustee.
(j) The Trustee except by reason of its own negligence or willful
misconduct shall not be liable for any action taken or suffered to be
taken by it in good faith and believed by it to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture.
(k) The Trustee in its individual or any other capacity may become
owner or pledgee of, or be an underwriter or dealer in respect of,
stocks, bonds or other obligations issued by the same issuer (or an
affiliate of such issuer) or any obligor of any Bonds at any time held
as part of the Trust and may deal in any manner with the same or with
the issuer (or an affiliate of the issuer) with the same rights and
powers as if it were not the Trustee hereunder.
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(l) The Trust may include a letter or letters of credit securing the
purchase of Bonds pursuant to contracts deposited by the Depositor which
are issued by the Trustee in its individual capacity for the account of
the Depositor, and the Trustee may otherwise deal with the Depositor and
the Trustee with the same rights and powers as if it were not the
Trustee hereunder.
SECTION 5.02. BOOKS, RECORDS AND REPORTS: The Trustee shall keep proper
books of record and account of all the transactions of each Trust and Book
Entry Positions recorded on the books of the Trustee under this Indenture at
the Trustee's Office including a record of the name and address of, and the
Certificates issued by each Trust and held by, every Unitholder, and such
books and records of each Trust shall be open to inspection by any Unitholder
of such Trust at all reasonable times during the Trustee's usual business
hours.; The Trustee shall cause audited statements as to the assets and
income of each Trust to be prepared on an annual basis by independent public
accountants selected by the Depositor, PROVIDED, HOWEVER, (i) if the Sponsor
shall provide to the Trustee a written representation concluding that in the
best judgment of the Sponsor ceasing to prepare such annual audited statement
would not have a material adverse impact on the marketability of the Units in
the secondary market or (ii) if the cost to a Trust for preparation of such
statements shall exceed an amount equivalent to $.05 per Unit on an annual
basis then the Trustee shall not be required to have such statements prepared.
To the extent permitted under the Investment Company Act of 1940 as
evidenced by an opinion of counsel to the Depositor, the Trustee shall pay,
or reimburse to the Depositor or others, the costs of the preparation of
documents and information with respect to each Trust required by law or
regulation in connection with the maintenance of a secondary market in units
of each Trust. Such costs may include but are not limited to accounting and
legal fees, blue sky registration and filing fees, printing expenses and
other reasonable expenses related to documents required under Federal and
state securities laws.
The Trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute or rule or
regulation thereunder.
SECTION 5.03. INDENTURE AND LIST OF SECURITIES ON FILE: The Trustee
shall keep a certified copy or duplicate original of this Indenture on file
at its corporate trust office available for inspection at all reasonable
times during the Trustee's usual business hours by any Unitholder, together
with a current list of the Securities in each Trust.
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SECTION 5.04. COMPENSATION: For services performed under this Indenture,
the Trustee shall be paid at the rate specified in the Prospectus, provided,
however, that for services performed prior to the record date for the second
distribution from the Interest Account indicated under "Interest
Distribution" for each Trust in the Prospectus, the Trustee's compensation
shall be computed in respect of all Units outstanding at the rate specified
for the monthly plan of distribution. Such compensation with respect to each
Trust shall be computed on the basis of the largest principal amount of
Securities in such trust at any time during the period with respect to which
such compensation is being computed. The Trustee may periodically adjust the
compensation provided for pursuant to this paragraph in response to
fluctuations in short-term interest rates and average cash balances of the
Trust accounts (reflecting the cost to the Trustee of advancing funds to a
Trust to meet scheduled distributions and changes in anticipated earnings on
cash balances) and may, in addition, adjust such portion of its fee as is not
computed by reference to the cash balances in the Trust accounts in
accordance with the percentage of the total increase, after the date hereof,
in consumer prices for services as measured by the United States Department
of Labor Consumer Price Index entitled "All Services Less Rent" or, if such
index no longer exists, a comparable index. The consent or concurrence of
any Unitholder hereunder shall not be required for any such adjustment or
increase. Such compensation shall be charged by the Trustee against the
Interest and Principal Accounts of each Trust on or before the Distribution
Date on which such period terminates; PROVIDED, HOWEVER, that such
compensation shall be deemed to provide only for the usual, normal and proper
functions undertaken as Trustee pursuant to this Indenture. The Trustee
shall charge the Interest and Principal Accounts relating to such Trust for
any and all expenses, including the fees of counsel which may be retained by
the Trustee in connection with its activities hereunder and disbursements
incurred hereunder and any extraordinary services performed by the Trustee
hereunder relating to such Trust. The Trustee shall be indemnified ratably
by the affected Trust and held harmless against any loss or liability
accruing to it without negligence, bad faith or willful misconduct on its
part, arising out of or in connection with the acceptance or administration
of this trust, including the costs and expenses (including counsel fees) of
defending itself against any claim of liability in the premises. If the cash
balances in the Interest and Principal Accounts of the affected Trust shall
be insufficient to provide for amounts payable pursuant to this Section 5.04
the Trustee shall have the power to sell (i) Securities of the affected Trust
from the current list of Securities designated to be sold pursuant to Section
4.02 hereof, or (ii) if no such Securities have been so designated such
Securities of the affected Trust as the Trustee may see fit to sell in its
own discretion, and to apply the proceeds of any such sale in payment of the
amounts payable pursuant to this Section 5.04. The Trustee shall not be
liable or responsible in any way for depreciation or loss incurred by reason
of any sale of Securities made pursuant to this Section 5.04. Any moneys
payable to the Trustee pursuant to this Section shall be secured by a prior
lien on the affected Trust.
SECTION 5.05. REMOVAL AND RESIGNATION OF TRUSTEE; SUCCESSOR: The
following provisions shall provide for the removal and resignation of the
Trustee and the appointment of any successor trustee:
(a) The Trustee or any trustee or trustees hereafter appointed may
resign and be discharged of the trusts created by this Indenture, by
executing an instrument in writing resigning as Trustee of such trusts
and filing the same with the Depositor and mailing a copy of a notice of
resignation to all Unitholders then of record, not less than sixty days
before the date specified in such instrument when, subject to Section
5.05(e), such resignation is to take effect. Upon receiving such notice
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of resignation, the Depositor shall promptly appoint a successor trustee
as hereinafter provided, by written instrument, in duplicate, one copy
of which shall be delivered to the resigning Trustee and one copy to the
successor trustee. In case at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purposes of rehabilitation, conservation or
liquidation, then in any such case the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in duplicate, one
copy of which shall be delivered to the Trustee so removed and one copy
to the successor trustee; provided that a notice of such removal and
appointment of a successor trustee shall be mailed by the Depositor to
each Unitholder then of record.
(b) Any successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Depositor and to the retiring Trustee an
instrument accepting such appointment hereunder, and such successor
trustee without any further act, deed or conveyance shall become vested
with all the rights, powers, duties and obligations of its predecessor
hereunder with like effect as if originally named Trustee herein and
shall be bound by all the terms and conditions of this Indenture. Upon
the request of such successor trustee, the Depositor and the retiring
Trustee shall, upon payment of any amounts due the retiring Trustee, or
provision therefor to the satisfaction of such retiring Trustee, execute
and deliver an instrument acknowledged by it transferring to such
successor trustee all the rights and powers of the retiring Trustee; and
the retiring Trustee shall transfer, deliver and pay over to the
successor trustee all Bonds and moneys at the time held by it hereunder,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the records or copies thereof maintained by the retiring Trustee
in the administration hereof as may be requested by the successor
trustee, and shall thereupon be discharged from all duties and
responsibilities under this Indenture. The retiring Trustee shall,
nevertheless, retain a lien upon all Bonds and moneys at the time held
by it hereunder to secure any amounts then due the retiring Trustee.
(c) In case at any time the Trustee shall resign and no successor
trustee shall have been appointed and have accepted appointment within
thirty days after notice of resignation has been received by the
Depositor, the retiring Trustee may forthwith apply to a court of
competent jurisdiction for the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper
and prescribe, appoint a successor trustee.
(d) Any corporation into which any trustee hereunder may be merged or
with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which any trustee hereunder shall be a party,
shall be the successor trustee under this Indenture without the
execution or filing of any paper, instrument or further act to be done
on the part of the parties hereto, anything herein, or in any agreement
relating to such merger or consolidation, by which any such trustee may
seek to retain certain powers, rights and privileges theretofore
obtaining for any period of time following such merger or consolidation,
to the contrary notwithstanding.
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(e) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in
subsection (b) hereof.
SECTION 5.06. QUALIFICATIONS OF TRUSTEE: The Trustee shall be a
corporation organized and doing business under the laws of the United States
or any state thereof, which is authorized under such laws to exercise
corporate trust powers and having at all times an aggregate capital, surplus,
and undivided profits of not less than $5,000,000.
ARTICLE VI
RIGHTS OF UNITHOLDERS
SECTION 6.01. BENEFICIARIES OF TRUST: By the purchase and acceptance or
other lawful delivery and acceptance of a Certificate of a Trust or the
purchase and acceptance of any Book Entry Position or other lawful delivery
and acceptance of such Book Entry Position including receipt of a Book Entry
Confirmation, the Unitholder (i) shall be deemed to be a beneficiary of such
Trust and vested with all right, title and interest in such Trust to the
extent of the Unit or Units or fraction thereof set forth and evidenced by
such Certificate or Book Entry Position and (ii) shall assent to and be bound
by the terms and conditions of this Indenture.
SECTION 6.02. RIGHTS, TERMS AND CONDITIONS: In addition to the other
rights and powers set forth in the other provisions and conditions of this
Indenture the Unitholders shall have the following rights and powers and
shall be subject to the ; following terms and conditions:
(a) A Unitholder may at any time prior to the termination of the
Trust tender his Units to the Trustee for redemption in accordance with
Section 4.02.
(b) The death or incapacity of any Unitholder shall not operate to
terminate this Indenture or the related Trust, nor entitle his legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court of competent jurisdiction for a partition or
winding up of the Trust Fund or the related Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of
them. Each Unitholder expressly waives any right he may have under any
rule of law, or the provisions of any statute, or otherwise, to require
the Trustee at any time to account, in any manner other than as
expressly provided in this Indenture, in respect of the Bonds or moneys
from time to time received, held and applied by the Trustee hereunder.
(c) No Unitholder shall have any right to vote or in any manner
otherwise control the operation and management of the Trust Fund, the
related Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Unitholders from time
to time as partners or members of an association; nor shall any
Unitholder ever be under any liability to any third persons by reason of
any action taken by the parties to this Indenture, or any other cause
whatsoever.
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ARTICLE VII
ADDITIONAL COVENANTS; MISCELLANEOUS PROVISIONS
SECTION 7.01. AMENDMENTS: This Indenture may be amended from time to
time by the parties hereto or their respective successors, without the
consent of any of the Unitholders (a) to cure any ambiguity or to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provision contained herein; or (b) to make such
other provision in regard to matters or questions arising hereunder as shall
not adversely affect the interests of the Unitholders; PROVIDED, HOWEVER,
that the parties hereto may not amend this Indenture so as to (1) increase
the number of Units issuable hereunder above the amount issued pursuant to
Section 2.01, or such lesser amount as may be outstanding at any time during
the term of this Indenture or (2) subject to Sections 3.08 and 3.14, permit
the deposit or acquisition hereunder of obligations or other securities
either in addition to or in substitution for any of the Securities.
Promptly after the execution of any such amendment the Trustee shall
furnish written notification to all the outstanding Unitholders of the
substance of such amendment.
SECTION 7.02. TERMINATION: Each Trust shall terminate upon the maturity,
redemption, sale or other disposition as the case may be of the last Security
held in such Trust unless sooner terminated as hereinbefore specified and may
be terminated at any time by the written consent of one hundred per cent of
the Unitholders of the respective Trust; PROVIDED, that in no event shall any
Trust continue beyond the end of the calendar year preceding the fiftieth
anniversary of the execution of this Indenture (the "Mandatory Termination
Date"). Written notice of any termination, specifying for Certificated
Unitholders the time or times at which the Certificated Unitholders of such
Trust may surrender their Certificates for cancellation shall be given by the
Trustee to each such Certificated Unitholder at his address appearing on the
registration books of the Trustee. Written notice of any termination shall
be given by the Trustee to each Book Entry Unitholder at his address
appearing on the registration books of the Trustee. Within a reasonable
period of time after the termination of a Trust the Trustee shall fully
liquidate the Bonds of such Trust then held, if any, and shall:
(a) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account
of such Trust and pay to itself individually an amount equal to the sum
of (1) its accrued compensation for its ordinary recurring services in
connection with such Trust, (2) any compensation due it for its
extraordinary services in connection with such Trust and (3) any costs,
expenses or indemnities in connection with such Trust as provided herein;
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(b) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account
of such Trust and pay accrued and unpaid fees of bond counsel in
connection with such Trust, if any, as directed and certified to by the
Depositor;
(c) deduct from the Interest Account of such Trust or the Principal
Account of such Trust any amounts which may be required to be deposited
in the Reserve Account of such Trust to provide for payment of any
applicable taxes or other governmental charges and any other amounts
which may be required to meet expenses incurred under this Indenture in
connection with such Trust;
(d) distribute to each Unitholder of such Trust, upon surrender for
cancellation of his Certificate or Certificates, if any, such holder's
pro rata share of the balance of the Interest Account of such Trust;
(e) distribute to each Unitholder of such Trust, upon surrender, for
cancellation by the Unitholder of his Certificate or Certificates, if
any, such Unitholder's pro rata share of the balance of the Principal
Account of such Trust; and
(f) together with such distribution to each Unitholder as provided
for in (d) and (e), furnish to each such Unitholder a final distribution
statement as of the date of the computation of the amount distributable
to Unitholders, setting forth the data and information in substantially
the form and manner provided for in Section 3.06 hereof.
The amounts to be so distributed to each Unitholder shall be that pro
rata share of the balance of the total Interest and Principal Accounts of
such Trust as shall be represented by the Units therein evidenced by the
outstanding Certificate or Certificates held of record by such Unitholder
and/or as evidenced on the records of the Trustees as Book Entry Positions.
The Trustee shall be under no liability with respect to moneys held by
it in the Interest, Reserve and Principal Accounts of a Trust upon
termination except to hold the same in trust without interest until disposed
of in accordance with the terms of this Indenture.
In the event that all of the Certificated Unitholders of such Trust
shall not surrender their Certificates for cancellation within six months
after the time specified in the above-mentioned written notice, the Trustee
shall give a second written notice to such remaining Certificated Unitholders
to surrender their written Certificates for cancellation and receive the
liquidation distribution with respect thereto. If within one year after the
second notice all the Certificates of such Trust shall not have been
surrendered for cancellation, the Trustee may take steps, or may appoint an
agent to take appropriate steps, to contact such remaining Certificated
Unitholders concerning surrender of their Certificates and the cost thereof
shall be paid out of the moneys and other assets which remain in such Trust
hereunder.
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SECTION 7.03. CONSTRUCTION: This Indenture is executed and delivered in
the State of New York, and all laws or rules of construction of such State
shall govern the rights of the parties hereto and the Unitholders and the
interpretation of the provisions hereof.
SECTION 7.04. REGISTRATION OF UNITS: The Depositor agrees and undertakes
to register the Units with the Securities and Exchange Commission or other
applicable governmental agency pursuant to applicable Federal or State
statutes, if such registration shall be required, and to do all things that
may be necessary or required to comply with this provision during the term of
the Trust Fund created hereunder, and the Trustee shall incur no liability or
be under any obligation or expense in connection therewith, except as
provided in Section 3.01.
SECTION 7.05. WRITTEN NOTICE: Any notice, demand, direction or
instruction to be given to the Depositor hereunder shall be in writing and
shall be duly given if mailed or delivered to the Depositor at 000 Xxxx
Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as shall be
specified by the Depositor to the Trustee in writing. Any notice, demand,
direction or instruction to be given to the Trustee shall be in writing and
shall be duly given if mailed or delivered to the Trustee's Office or such
other address as shall be specified to the Depositor by the Trustee in
writing. Any notice to be given to the Unitholders shall be duly given if
mailed or delivered to each Unitholder at the address of such holder
appearing on the registration books of the Trustee.
SECTION 7.06. SEVERABILITY: If any one or more of the covenants,
agreements, provisions or terms of this Indenture shall be held contrary to
any express provision of law or contrary to policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Indenture and shall in no way affect the validity
or enforceability of the other provisions of this Indenture or of the
Certificates or the rights of the Unitholders.
SECTION 7.07. DISSOLUTION OF DEPOSITOR NOT TO TERMINATE: The dissolution
of the Depositor from or for any cause whatsoever shall not operate to
terminate this Indenture insofar as the duties and obligations of the Trustee
are concerned.
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IN WITNESS WHEREOF, Xxxx Nuveen & Co. Incorporated, has caused this
Standard Terms and Conditions of Trust to be executed by its President, one
of its Vice Presidents or one of its Assistant Vice Presidents and its
corporate seal to be hereto affixed and attested by its Secretary or its
Assistant Secretary and The Chase Manhattan Bank has caused this Trust
Indenture and Agreement to be executed by one of its Vice Presidents or
Second Vice Presidents and its corporate seal to be hereto affixed and
attested to by one of its Assistant Treasurers; all as of the day, month and
year first above written.
XXXX NUVEEN & CO. INCORPORATED,
Depositor
By______________________________________
Authorized Officer
(SEAL)
Attest:
By_______________________________
Assistant Secretary
THE CHASE MANHATTAN BANK, TRUSTEE
By_______________________________________
Second Vice President
(SEAL)
Attest:
By_______________________________
Assistant Treasurer
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