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21 <br /> 5 . After giving effect to the transfer of the Securities <br /> from MLPF&S to the Trust, MLPF&S was not left with unreasonably <br /> small assets or capital with which to engage in and conduct its <br /> business . <br /> 6. After giving effect to the transfer of the Securities <br /> from MLPF&S to the Trust, MLPF&S did not, and still does not, <br /> believe or intend that it will incur debts or obligations beyond <br /> MLPF&S' s ability to pay as such debts and obligations mature . <br /> 7. The aggregate value of the Securities being transferred <br /> to the Trust by MLPF&S and the Swap Agreement being entered into <br /> by the Trust with MLCS (including the value of customary fees and <br /> expenses of the Trust assumed by MLPF&S, and customary fees and <br /> expenses of MLPF&S and/or MLCS for structuring the Trust, <br /> distributing the Debt Units and entering into, the Swap <br /> Agreement) , valued at their fair market value on the date of such <br /> transfer, will equal the aggregate purchase price of the Debt <br /> Units . <br /> 8 . MLPF&S is accounting for the sale of the Securities to <br /> the Trust as a sale under generally accepted accounting <br /> principles and for federal income tax purposes . <br /> 9 . MLPF&S will have no right to repurchase or otherwise to <br /> cause the reconveyance to itself of the Securities (other than <br /> the right of the Distributor pursuant to Section 5 . 01 (g) of the <br /> Trust Agreement to require the Trustee to terminate a portion of <br /> the Swap Agreement and distribute to the Distributor the <br /> Securities underlying any Debt Units held by the Distributor for <br /> its own account, and assuming such Debt Units were acquired by <br /> the Distributor at a price equal to or greater than fair market <br /> value) . <br /> 10 . MLPF&S has no obligation to repurchase the Securities <br /> from the Trustee. <br /> 11 . Subsequent to MLPF&S's sale of the Securities to the <br /> Trust, MLPF&S and the Trustee will take no action inconsistent <br /> with the Trust' s ownership of the Securities. <br /> 12 . There are no agreements, arrangements or <br /> understandings, written or otherwise, with respect to the <br /> transfer of the Securities other than as set forth in the <br /> Declaration of Trust and the Distribution Agreement. <br /> In determining whether a transfer is properly characterized <br /> as a sale or a loan, the courts have expressed diverse reasoning <br /> and have not been clear as to the degree of significance to be <br /> given various factors. No controlling precedent exists for the <br /> • <br /> 4 <br />