TO REGISTER AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT; AND
(C)
FOLLOWING SUCH MERGER, CONSOLIDATION, AMALGAMATION, REPLACEMENT,
CONVEYANCE, TRANSFER OR LEASE, THE TRUST OR THE SUCCESSOR ENTITY WILL CONTINUE
TO BE CLASSIFIED AS A GRANTOR TRUST FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES;
(VIII)
THE SPONSOR GUARANTEES THE OBLIGATIONS OF THE SUCCESSOR ENTITY
UNDER THE SUCCESSOR SECURITIES TO THE SAME EXTENT PROVIDED BY THE INDENTURE, THE
GUARANTEE, THE DEBENTURES AND THIS DECLARATION; AND
(IX)
PRIOR TO SUCH MERGER, CONSOLIDATION, AMALGAMATION, REPLACEMENT,
CONVEYANCE, TRANSFER OR LEASE, THE INSTITUTIONAL TRUSTEE SHALL HAVE RECEIVED AN
OFFICERS' CERTIFICATE OF THE ADMINISTRATORS AND AN OPINION OF COUNSEL, EACH TO
THE EFFECT THAT ALL CONDITIONS PRECEDENT OF THIS PARAGRAPH (B) TO SUCH
TRANSACTION HAVE BEEN SATISFIED.
(C)
NOTWITHSTANDING SECTION 2.15(B), THE TRUST SHALL NOT, EXCEPT WITH
THE CONSENT OF HOLDERS OF 100% IN LIQUIDATION AMOUNT OF THE SECURITIES,
CONSOLIDATE, AMALGAMATE, MERGE WITH OR INTO, OR BE REPLACED BY, OR CONVEY,
TRANSFER OR LEASE ITS PROPERTIES AND ASSETS AS AN ENTIRETY OR SUBSTANTIALLY AS
AN ENTIRETY TO, ANY OTHER PERSON OR PERMIT ANY OTHER PERSON TO CONSOLIDATE,
AMALGAMATE, MERGE WITH OR INTO, OR REPLACE IT IF SUCH CONSOLIDATION,
AMALGAMATION, MERGER, REPLACEMENT, CONVEYANCE, TRANSFER OR LEASE WOULD CAUSE THE
TRUST OR SUCCESSOR ENTITY TO BE CLASSIFIED AS OTHER THAN A GRANTOR TRUST FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES.
24
ARTICLE III
SPONSOR
SECTION 3.1.
SPONSOR'S PURCHASE OF COMMON SECURITIES.
ON THE CLOSING DATE, THE
SPONSOR WILL PURCHASE ALL OF THE COMMON SECURITIES ISSUED BY THE TRUST, IN AN
AMOUNT AT LEAST EQUAL TO 3% OF THE CAPITAL OF THE TRUST, AT THE SAME TIME AS THE
CAPITAL SECURITIES ARE SOLD.
SECTION 3.2.
RESPONSIBILITIES OF THE SPONSOR.
IN CONNECTION WITH THE ISSUE AND
SALE OF THE CAPITAL SECURITIES, THE SPONSOR SHALL HAVE THE EXCLUSIVE RIGHT AND
RESPONSIBILITY AND SOLE DECISION TO ENGAGE IN, OR DIRECT THE ADMINISTRATORS TO
ENGAGE IN, THE FOLLOWING ACTIVITIES:
(A)
TO DETERMINE THE JURISDICTIONS IN WHICH TO TAKE APPROPRIATE ACTION
TO QUALIFY OR REGISTER FOR SALE ALL OR PART OF THE CAPITAL SECURITIES AND TO DO
ANY AND ALL SUCH ACTS, OTHER THAN ACTIONS WHICH MUST BE TAKEN BY THE TRUST, AND
ADVISE THE TRUST OF ACTIONS IT MUST TAKE, AND PREPARE FOR EXECUTION AND FILING
ANY DOCUMENTS TO BE EXECUTED AND FILED BY THE TRUST, AS THE SPONSOR DEEMS
NECESSARY, ADVISABLE OR INCIDENTAL THERETO IN ORDER TO COMPLY WITH THE
APPLICABLE LAWS OF ANY SUCH JURISDICTIONS;
(B)
TO PREPARE FOR FILING AND REQUEST THE ADMINISTRATORS TO CAUSE THE
FILING BY THE TRUST, AS MAY BE APPROPRIATE, OF AN APPLICATION TO THE PORTAL
SYSTEM, FOR LISTING OR QUOTATION UPON NOTICE OF ISSUANCE OF ANY CAPITAL
SECURITIES, AS REQUESTED BY THE HOLDERS OF NOT LESS THAN A MAJORITY IN
LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES; AND
(C)
TO NEGOTIATE THE TERMS OF AND/OR EXECUTE AND DELIVER ON BEHALF OF
THE TRUST, THE CAPITAL SECURITIES SUBSCRIPTION AGREEMENT AND OTHER RELATED
AGREEMENTS PROVIDING FOR THE SALE OF THE CAPITAL SECURITIES OR THE RESALE
THEREOF