STANDARD TRUST TERMS with respect to PRINCIPAL LIFE INCOME FUNDINGS TRUSTS

Exhibit 4.6

STANDARD TRUST TERMS

with respect to

PRINCIPAL LIFE INCOME FUNDINGS TRUSTS

Dated as of •

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS
Section 1.01. Definitions			1
Section 1.02. Usage of Terms			3
Section 1.03. Section References			3
ARTICLE 2 CREATION OF TRUST
Section 2.01. Name of the Trust			3
Section 2.02. Office of the Trustee; Principal Place of Business			3
Section 2.03. Appointment of Trustee			3
Section 2.04. Trust Beneficial Interest			4
Section 2.05. Issuance of the Notes			4
Section 2.06. Acquisition of Funding Agreement and Guarantee			4
Section 2.07. Security Interest in the Collateral			4
Section 2.08. Purposes of the Trust			4
Section 2.09. Title to Collateral			5
Section 2.10. Allocation of Trust Expenses			5
Section 2.11. Liability			5
Section 2.12. Income Tax Treatment; Tax Returns and Reports			5
Section 2.13. Situs of Trust			5
ARTICLE 3 PAYMENT ACCOUNT
Section 3.01. Payment Account			7
ARTICLE 4 TRUST SECURITIES
Section 4.01. Initial Ownership			8
Section 4.02. Notes			8
Section 4.03. Registration of Transfer of Trust Beneficial Interest			8
Section 4.04. Persons Deemed Holders of Trust Securities			8
Section 4.05. Maintenance of Office			8
Section 4.06. Ownership of the Trust Beneficial Interest			9

TABLE OF CONTENTS
(Continued)

		Page
ARTICLE 5 Representations and Warranties
Section 5.01. Trustee			9
Section 5.02. Trust Beneficial Owner			10
ARTICLE 6 TRUSTEE
Section 6.01. General Authority			10
Section 6.02. General Duties			16
Section 6.03. Specific Duties			16
Section 6.04. Acceptance of Trust and Duties; Limitation on Liability			16
Section 6.05. Reliance; Advice of Counsel			19
Section 6.06. Delegation of Authorities and Duties			20
Section 6.07. Acknowledgement of the Trustee			20
ARTICLE 7 LIQUIDATION AND TERMINATION
Section 7.01. Termination Upon the Trust Expiration Date			20
Section 7.02. Termination of Agreement			20
Section 7.03. Liquidation			21
ARTICLE 8 SUCCESSOR AND ADDITIONAL TRUSTEES
Section 8.01. Eligibility Requirements for the Trustee			21
Section 8.02. Resignation or Removal of the Trustee			22
Section 8.03. Successor Trustee			22
Section 8.04. Merger or Consolidation of Trustee			23
Section 8.05. Appointment of Co-Trustee or Separate Trustee			23
Section 8.06. Trustee May Own Notes			24
ARTICLE 9 VOTING; ACTS OF SECURITYHOLDERS; MEETINGS
Section 9.01. Limitations on Voting Rights			25
Section 9.02. Meetings of the Trust Beneficial Owner			25

TABLE OF CONTENTS
(Continued)

		Page
ARTICLE 10 MISCELLANEOUS PROVISIONS
Section 10.01. Limitation on Rights of Securityholders			25
Section 10.02. Amendment			26
Section 10.03. Notice			27
Section 10.04. No Recourse			28
Section 10.05. No Petition			28
Section 10.06. Governing Law			28
Section 10.07. Severability			28
Section 10.08. Trust Securities Nonassessable and Fully Paid			28
Section 10.09. Third-Party Beneficiaries			28

STANDARD TRUST TERMS

     This document constitutes the Standard Trust Terms, dated as of •, which will be incorporated by reference in the Trust Agreement (specified in Section A of the Omnibus Instrument, as defined in the Indenture (as defined below)) between U.S. Bank Trust National Association, a national banking association, as trustee, (the “ Trustee ”), and GSS Holdings II, Inc., a Delaware corporation, as trust beneficial owner (the “ Trust Beneficial Owner ”).

     These Standard Trust Terms shall be of no force and effect unless and until incorporated by reference in, and then only to the extent not modified by, such Trust Agreement.

     The following terms and provisions shall govern the activities of the Trust (as defined in the Indenture) subject to contrary terms and provisions expressly adopted in such Trust Agreement, which contrary terms shall be controlling.

W I T N E S S E T H :

     WHEREAS, the Trustee and the Trust Beneficial Owner desire to establish a trust for the purpose of issuing Notes (as defined in the Indenture) to investors which will be secured, and payments with respect to which will be funded, solely by the assets held in the Trust, and the proceeds of which will be used to purchase the Funding Agreement (as defined in the Indenture), issued by Principal Life (as defined in the Indenture), the payment obligations of which will be fully and unconditionally guaranteed by the Guarantee (as defined in the Indenture).

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust Agreement (as defined below) constitutes the governing instrument of the Trust, the Trustee and the Trust Beneficial Owner agree as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01. Definitions . All capitalized terms not otherwise defined herein will have the meanings set forth in the Indenture. The following terms have the meanings set forth below:

     “ Corporate Trust Office ” means the office of the Trustee located at 100 Wall Street, 16 ^th Floor, New York, New York 10005.

     “ Funding Agreement Event of Default ” means an “ Event of Default ” as defined in the Funding Agreement.

     “ Indenture ” means that certain Indenture dated as of the date specified in the Omnibus Instrument, by and among the Trust and the Indenture Trustee, Registrar, Transfer Agent, Paying Agent and Calculation Agent, as it may be amended, modified or supplemented from time to time.

     “ Payment Account ” means each segregated non-interest-bearing corporate trust account for the Trust maintained by the Trustee in its trust department in which all amounts paid to the Trustee in respect of the Collateral will be held and from which the Trustee shall make payments pursuant to Section 3.01(b) and Article 7 , to the extent such amounts are paid to the Trustee and deposited in the Payment Account.

     “ Registrar ” has the meaning specified in Section 4.03 .

     “ Securities Register ” has the meaning specified in Section 4.03 .

     “ Securityholder ” means each Person in whose name any Trust Security is registered in the Securities Register or Register.

     “ Standard Trust Terms ” means these Standard Trust Terms, dated as of •.

     “ Standing Order ” has the meaning set forth in Section 3.01(d) .

     “ Trust Agreement ” means that certain Trust Agreement dated as of the date specified in the Omnibus Instrument, by and between the Trustee and the Trust Beneficial Owner, as may be amended, modified or supplemented from time to time, which incorporates by reference these Standard Trust Terms.

     “ Trust Beneficial Interest ” means the undivided beneficial interest in the assets held in the Trust, having such rights as are provided for in the Trust Agreement.

     “ Trust Beneficial Owner ” means the Person identified as the “Trust Beneficial Owner” in the preamble to the Trust Agreement, in its capacity as the sole beneficial owner of the Trust, and any successor in such capacity.

     “ Trust Expenses ” means any liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust.

     “ Trust Expiration Date ” means the Stated Maturity Date specified in the Pricing Supplement or such earlier date as all of the outstanding Notes are redeemed or repaid in full by the Trust.

     “ Trust Security ” means a Note or the Trust Beneficial Interest.

     “ Trustee ” means the party named as such in the preamble to the Trust Agreement and shall also include its permitted successors and assigns, or any successor Trustee appointed, acting not in its individual capacity but solely as Trustee under the Trust Agreement. If there shall be at any time more than one Trustee hereunder, “Trustee” shall mean each such Trustee.

     Section 1.02. Usage of Terms . With respect to all terms used in these Standard Trust Terms, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography, facsimile, electronic transmissions and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments hereto or changes herein entered into in accordance with their respective terms and not prohibited by the Trust Agreement; references to Persons include their permitted successors and assigns; and the terms “include” or “including” mean “include without limitation” or “including without limitation.”

     Section 1.03. Section References . All references to Articles, Sections, paragraphs, subsections, exhibits and schedules shall be to such portions of these Standard Trust Terms unless otherwise expressly provided.

ARTICLE 2
CREATION OF TRUST

     Section 2.01. Name of the Trust . The Trust created under the Trust Agreement shall have the name specified in the Omnibus Instrument. The Trust’s activities shall be conducted under the name of the Trust.

     Section 2.02. Office of the Trustee; Principal Place of Business . The principal office of the Trust shall be in care of the Trustee at the Corporate Trust Office, or such other address in the State of New York as the Trustee may designate by written notice to the Trust Beneficial Owner, the Indenture Trustee and the Rating Agencies.

     Section 2.03. Appointment of Trustee . The parties to the Trust Agreement hereby appoint the Trustee as trustee of the Trust, to have all rights, powers and duties set forth in the Trust Agreement and in accordance with the applicable law with respect to accomplishing the purposes of the Trust.

     Section 2.04. Trust Beneficial Interest . Contemporaneously with the execution and delivery of the Trust Agreement, the Trustee, on behalf of the Trust, shall cause the Trust Beneficial Owner to be recorded as the registered owner of the Trust Beneficial Interest on the Securities Register, against payment of $15 (or in the case of Notes that are discount notes, the product of $15 and the issue price (expressed as a percentage of the original principal amount of the Notes)) by the Trust Beneficial Owner to, or to an account at the direction of, the Trustee.

     Section 2.05. Issuance of the Notes . Promptly following the execution and delivery of the Trust Agreement, the Trust shall, in accordance with the Indenture, issue and deliver or cause to be issued and delivered the aggregate principal amount of the Notes specified in the Pricing Supplement or supplement to the Indenture against payment therefor. The Holders of the Notes shall only have a right to receive payments from the Collateral as described in the Indenture and shall have no right to receive payments under the assets held in any other trust organized under the Program.

     Section 2.06. Acquisition of Funding Agreement and Guarantee . Contemporaneously with the issuance and delivery of the Notes, the Trust shall acquire the Funding Agreement and the Guarantee.

     Section 2.07. Security Interest in the Collateral . Contemporaneously with the issuance and delivery of the Notes, pursuant to the Indenture, the Trust shall collaterally assign the Funding Agreement and Guarantee to the Indenture Trustee, for the benefit of the Holders of the Notes, and grant to the Indenture Trustee, for the benefit of the Holders of the Notes, a first priority perfected security interest in and to the Collateral, including, without limitation, the Funding Agreement purchased by the Trust and the Guarantee.

     Section 2.08. Purposes of the Trust . The exclusive purposes and functions of the Trust are ( a ) to issue and sell the Notes and the Trust Beneficial Interest, ( b ) to use the proceeds of the sale of the Notes and the Trust Beneficial Interest to acquire the Funding Agreement, ( c ) to collaterally assign and grant a security interest in the Funding Agreement in favor of the Indenture Trustee, ( d ) to acquire the Guarantee and to collaterally assign and grant a security interest in the Guarantee in favor of the Indenture Trustee, ( e ) to pay amounts due in respect of the Notes and the Trust Beneficial Interest, ( f ) to enter into the agreements and to take such actions as the Trustee has the power and authority to take pursuant to Section 6.01 , as applicable, and ( g ) to engage in those activities necessary, advisable or incidental thereto (such as registering the transfer of the Trust Securities).

     Section 2.09. Title to Collateral . Legal title to the Collateral shall be vested at all times in the Trust as a separate and distinct legal entity and shall be held and administered by the Trustee for the benefit of the Trust and each Securityholder, except that with respect to the Funding Agreement and the Guarantee collaterally assigned to the Indenture Trustee, legal title to the Funding Agreement and the Guarantee shall be recorded at all times in the books and records of Principal Life and PFG, respectively, in the name of the Indenture Trustee, for the benefit of the Holders.

     Section 2.10. Allocation of Trust Expenses . Any costs and expenses of the Trust shall be paid by Principal Life pursuant to the applicable Expense and Indemnity Agreement to the extent provided therein.

     Section 2.11. Liability . None of the Trustee or the Securityholders shall have any personal liability for any liability or obligation of the Trust.

     Section 2.12. Income Tax Treatment; Tax Returns and Reports .

     (a) The Trust and the Trust Beneficial Owner agree, and by acceptance of a beneficial interest in a Note each holder of a beneficial interest in a Note agrees, for U.S. federal, state and local income and franchise tax purposes, to ( i ) disregard the Trust and ( ii ) treat such Note as debt of Principal Life. The Trust covenants that it shall take no action inconsistent with such treatment (including under Treasury Regulations Section 01.7701-2 or 301.7701-3). To the extent the Trust cannot be disregarded for United States federal, state and local income or franchise tax purposes, the Trust and the Trust Beneficial Owner agree, and by acceptance of a beneficial interest in a Note each holder of a beneficial interest in a Note agrees, to treat (i) the Trust as a “grantor trust” under Subpart E of Part I of Subchapter J of the Code (or the state or local equivalent), owned by the holders of beneficial interests in the Notes and the Trust Beneficial Owner and (ii) the Funding Agreement as debt of Principal Life.

     (b) The Trustee shall prepare, file and sign or cause to be prepared, filed and signed, consistent with the treatment of the Trust as disregarded, all federal, state and local income tax and information returns and reports required to be filed with respect to the Trust and the Notes under any applicable federal, state or local tax statute or any rule or regulation under any of them. The Trustee shall keep copies or cause copies to be kept of any such tax and information returns and reports required to be filed.

     Section 2.13. Situs of Trust . The Trust shall be located in the jurisdiction set forth in the Trust Agreement. All bank accounts maintained by the Trustee on behalf of the Trust shall be located in such jurisdiction except that those accounts established under the Indenture shall be maintained with the Indenture Trustee in accordance with the Indenture. The Trust shall not have any employees in any jurisdiction other than in such jurisdiction. Except as otherwise set forth in the Program Documents, payments will be

received by the Trust only in such jurisdiction and payments will be made by the Trust only from such jurisdiction.

ARTICLE 3
PAYMENT ACCOUNT

     Section 3.01. Payment Account .

     (a) On the Original Issue Date, the Trustee shall establish a Payment Account. The Trustee and any agent of the Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with the Trust Agreement and the Indenture. Subject to the Indenture, all monies or other property received by the Trustee on behalf of the Trust in respect of the Collateral will be deposited in the Payment Account. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Trustee in the Payment Account for the exclusive benefit of the Trust Beneficial Owner, subject to the security interest in the Collateral in favor of the Indenture Trustee on behalf of the Holders of the Notes, and for distribution by the Trustee as provided in the Trust Agreement, including (and subject to) any priority of payments provided for in the Trust Agreement.

     (b) Except for payments made on the Trust Expiration Date or otherwise pursuant to Section 7.03 and subject to Section 3.01(a), all monies and other property deposited into the Payment Account shall be distributed by the Trust as follows:

      first , to the Indenture Trustee for the payment of all amounts then due and unpaid upon the Notes, if any, in accordance with the Indenture; and

      second , to the Trust Beneficial Owner all of the amounts that would be payable under the first clause of Section 5.02 of the Standard Indenture Terms to the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15 (multiplied by the issue price of the Notes in the case of Notes that are discount notes)).

     Any remaining monies and other property deposited into the Payment Account shall be distributed ratably in proportion to their original principal amounts to the Holders last noted in the Register as the Holders of the Notes and the Trust Beneficial Owner (as if the Trust Beneficial Owner held a Note with an original principal amount of $15 (multiplied by the issue price of the Notes in the case of Notes that are discount notes)).

     (c) The Trustee shall deposit in the Payment Account, promptly upon receipt, any payments received with respect to the Collateral. Amounts held in the Payment Account shall not be invested by the Trustee pending the distribution of such amounts to cover the Trust’s obligations on the Notes or the Trust Beneficial Interest.

     (d) Notwithstanding anything herein to the contrary, the Trustee, on behalf of the Trust, shall issue a standing order (the “ Standing Order ”) to the Indenture Trustee

pursuant to which the Indenture Trustee shall distribute all amounts due and unpaid under Section 3.01(b); provided , however , that all payments to be made by the Trust to the Trust Beneficial Owner on the Trust Expiration Date or otherwise pursuant to Section 7.03 shall be made by the Trustee on behalf of and at the direction of the Trust (such direction to be evidenced by a certificate of the Trust). For so long as (i) the Trustee, on behalf of the Trust, has not rescinded the Standing Order and (ii) the Indenture Trustee is able to, and does, comply with the Standing Order, the Trustee will not be required to establish a Payment Account in accordance with Section 3.01.

ARTICLE 4
TRUST SECURITIES

     Section 4.01. Initial Ownership . Upon the creation of the Trust, the Trust Beneficial Owner shall be the sole beneficial owner of such Trust.

     Section 4.02. Notes .

     The Notes will be issued pursuant to and be governed by the Indenture.

     Section 4.03. Registration of Transfer of Trust Beneficial Interest.

     (a) The Trustee or its agent (in this capacity, the “ Registrar ”) shall maintain a register or registers for the Trust for the purpose, subject to Section 4.06 , of registering the transfer of the Trust Beneficial Interest and Notes (a “ Securities Register ”).

     (b) The Registrar shall not be required to register the transfer of the Trust Beneficial Interest in any manner inconsistent with the terms of the Trust Agreement or the Indenture.

     Section 4.04. Persons Deemed Holders of Trust Securities . The Trustee and the Registrar shall treat the Person in whose name any Trust Beneficial Interest is registered as the owner of such Trust Beneficial Interest for all purposes whatsoever, and none of the Trustee and the Registrar shall be bound by any notice to the contrary. The Trustee shall treat the Person determined in accordance with Section 2.11 of the Standard Indenture Terms as the owner of the applicable Note(s) for all purposes whatsoever, and the Trustee shall not be bound by any notice to the contrary.

     Section 4.05. Maintenance of Office . Subject to the provisions of the Indenture, the Trustee shall maintain an office or offices where notices and demands to or upon the Trustee in respect of the Trust Securities may be served. The Trustee initially designates its Corporate Trust Office as the office for such purposes. The Trustee shall give prompt written notice to the Trust Beneficial Owner and the Indenture Trustee of any change in the location of the register or any office or agency.

     Section 4.06. Ownership of the Trust Beneficial Interest . On the Original Issue Date, the Trust Beneficial Owner shall acquire and, thereafter, retain beneficial and record ownership of the Trust Beneficial Interest. The Trust Beneficial Interest shall not be certificated, but it shall be evidenced by recordation on the books and records of the Trustee. To the fullest extent permitted by law, any attempted transfer of the Trust Beneficial Interest shall be void.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

     Section 5.01. Trustee . The Trustee represents and warrants for the benefit of the Securityholders as follows:

     (a) it is a national banking association duly organized, validly existing and in good standing under the laws of the United States and it is a “bank” within the meaning of Section 581 of the Code;

     (b) it is a “United States person” within the meaning of Section 7701(a)(30) of the Code;

     (c) it has full corporate or other power, authority and legal right to execute, deliver and perform its obligations under the Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of the Trust Agreement;

     (d) the Trust Agreement has been duly authorized, executed and delivered by it and constitutes the valid and legally binding agreement of it enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity;

     (e) neither the execution or delivery by it of the Trust Agreement, nor the performance by it of its obligations under the Trust Agreement, will ( i ) violate its organizational documents, ( ii ) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties or assets held in the Trust pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which it is a party or by which it is bound which would materially and adversely affect the Trust, or ( iii ) violate any law, governmental rule or regulation of the United States governing the banking, trust or general powers of it or any order, judgment or decree applicable to it;

     (f) the authorization, execution or delivery by it of the Trust Agreement and the consummation of any of the transactions by it contemplated by the Trust Agreement do not require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency; and

     (g) there are no proceedings pending or, to the best of its knowledge, threatened against or affecting it in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of it to enter into or perform its obligations under the Trust Agreement.

     Section 5.02. Trust Beneficial Owner . The Trust Beneficial Owner hereby represents and warrants that, to the fullest extent permitted by law, it has irrevocably waived any right or interest it may have under the Trust Agreement, by operation of law or equity, to direct or otherwise require the Trustee to initiate or consent to any bankruptcy, insolvency or receivership proceedings, it being expressly understood that any such action by the Trustee shall be undertaken or refrained from, in the Trustee’s sole and absolute discretion, without regard to any rights or interests of the Trust Beneficial Owner.

ARTICLE 6
TRUSTEE

     Section 6.01. General Authority .

     (a) The Trustee shall conduct the affairs of the Trust in accordance with the terms of the Trust Agreement. Subject to the limitations set forth in Section 6.01(b) , the Trustee shall have the power and authority to act on behalf of the Trust, with respect to the following matters:

     (i) to execute and deliver the Notes and the Trust Beneficial Interest in accordance with the Trust Agreement and the Indenture;

     (ii) to cause the Trust to perform the Trust Agreement and to enter into, and to execute, deliver and perform on behalf of itself, the Program Documents to which it is or may become a party and such other certificates, amendments, other documents or agreements as may be necessary, contemplated by or desirable in connection with the purposes and function of the Trust or any of such Program Documents;

     (iii) subject to the Indenture, to purchase, receive and maintain custody of the Funding Agreement and to exercise all of the rights, powers and privileges of an owner or policyholder of the Funding Agreement;

     (iv) subject to the Indenture and the Guarantee, to receive and maintain custody of the Guarantee and to exercise all of the rights, powers and privileges of a beneficiary under the Guarantee;

     (v) to grant to the Indenture Trustee a first priority perfected security interest in the Collateral and to collaterally assign the rights, title and interest of the Trust in such Collateral to the Indenture Trustee for the benefit of the Holders and to seek release of such security interest upon payment in full of all amounts required to be paid with respect to the Notes pursuant to the terms and conditions of the Notes or the Indenture;

     (vi) to establish the Payment Account and issue the Standing Order;

     (vii) subject to Section 4.06 , to cause any transfer of the Trust Beneficial Interest to be registered in accordance with the Trust Agreement;

     (viii) to send notices regarding the Trust Securities, the Funding Agreement and the Guarantee to Principal Life, PFG, the Indenture Trustee, the Rating Agencies, the Trust Beneficial Owner and the relevant Agents in accordance with the Funding Agreement, the Guarantee, the Distribution Agreement and the Trust Agreement;

     (ix) to take all actions necessary or appropriate to enable the Trust to comply with Section 2.12 regarding income tax treatment, tax returns and information reporting;

     (x) after the occurrence of a Funding Agreement Event of Default actually known to a Responsible Officer of the Trustee, subject to the Indenture, to take any action as it may from time to time determine (based solely upon the advice of counsel) is necessary or advisable to give effect to the terms of the Trust Agreement and to protect and conserve the Collateral for the benefit of each Securityholder (without consideration of the effect of any such action on any particular Securityholder) and, within five Business Days after the occurrence of a Funding Agreement Event of Default actually known to a Responsible Officer of the Trustee, to give notice thereof to the Trust Beneficial Owner and the Indenture Trustee;

     (xi) to cause to be paid, on behalf of the Trust generally or with respect to any Trust Securities, any amounts due and owing by the Trust under any of the Program Documents or any other documents or instruments to which the Trust is a party, in all cases in accordance with the Program Documents; provided, that such amounts shall be paid by the Trustee only to the extent the Trustee has access to sufficient assets of the Trust to make such payments;

     (xii) to the extent permitted by the Trust Agreement, to participate in the winding up of the affairs of and liquidation of the Trust;

     (xiii) subject to the Indenture, to take any action and to execute any documents on behalf of the Trust, incidental to the foregoing as the Trustee may from time to time determine (based on the advice of counsel) is necessary or advisable to give effect to the terms of the Trust Agreement for the benefit of each Securityholder (without consideration of the effect of any such action on any particular Securityholder);

     (xiv) to do or cause to be done all things necessary to preserve and keep in full force and effect the Trust’s existence, rights and franchises; and

     (xv) to enter into agreements with accountants so that such accountants, subject to the receipt of all necessary information, will provide all clerical, bookkeeping and other administrative services necessary and appropriate for the administration of the Trust, including, without limitation, maintenance of all books and records of the Trust relating to the fees, costs and expenses of the Trust, which books and records shall be maintained separately from books and records of the Trustee, maintenance of records of cash payments and disbursements (excluding principal and interest on any Funding Agreement) of the Trust in accordance with accounting principals generally accepted in the United States, preparation for audit of such periodic financial statements as may be necessary or appropriate and taking such other administrative or ministerial actions as may be incidental or reasonably necessary to the accomplishment of the actions of the Trustee authorized in this Trust Agreement or to the accomplishment of the purposes, duties and responsibilities of the Trust under any of the Program Documents and any other document or instrument to which the Trust is a party to the extent not otherwise the responsibility of the Indenture Trustee, the Paying Agent or the Registrar.

     It is expressly understood and agreed that the Trustee shall be entitled to engage outside counsel, independent accountants and other experts appointed with due care to assist the Trustee in connection with the performance of its duties and powers set forth in this Section 6.01(a) , including, withou