FOLLOWING MATTERS:
(A)
THE ISSUANCE AND SALE OF THE SECURITIES;
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(B)
TO ACQUIRE THE DEBENTURES WITH THE PROCEEDS OF THE SALE OF THE
SECURITIES; PROVIDED, HOWEVER, THAT THE ADMINISTRATORS SHALL CAUSE LEGAL TITLE
TO THE DEBENTURES TO BE HELD OF RECORD IN THE NAME OF THE INSTITUTIONAL TRUSTEE
FOR THE BENEFIT OF THE HOLDERS;
(C)
TO CAUSE THE TRUST TO ENTER INTO, AND TO EXECUTE AND DELIVER ON
BEHALF OF THE TRUST, SUCH AGREEMENTS AS MAY BE NECESSARY OR DESIRABLE IN
CONNECTION WITH THE PURPOSES AND FUNCTION OF THE TRUST, INCLUDING AGREEMENTS
WITH THE PAYING AGENT;
(D)
ENSURING COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS;
(E)
THE SENDING OF NOTICES (OTHER THAN NOTICES OF DEFAULT), AND OTHER
INFORMATION REGARDING THE SECURITIES AND THE DEBENTURES TO THE HOLDERS IN
ACCORDANCE WITH THIS DECLARATION;
(F)
THE CONSENT TO THE APPOINTMENT OF A PAYING AGENT, TRANSFER AGENT
AND REGISTRAR IN ACCORDANCE WITH THIS DECLARATION, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED;
(G)
EXECUTION AND DELIVERY OF THE SECURITIES IN ACCORDANCE WITH THIS
DECLARATION;
(H)
EXECUTION AND DELIVERY OF CLOSING CERTIFICATES PURSUANT TO THE
PLACEMENT AGREEMENT AND THE APPLICATION FOR A TAXPAYER IDENTIFICATION NUMBER;
(I)
UNLESS OTHERWISE DETERMINED BY THE HOLDERS OF A MAJORITY IN
LIQUIDATION AMOUNT OF THE SECURITIES OR AS OTHERWISE REQUIRED BY THE STATUTORY
TRUST ACT, TO EXECUTE ON BEHALF OF THE TRUST (EITHER ACTING ALONE OR TOGETHER
WITH ANY OR ALL OF THE ADMINISTRATORS) ANY DOCUMENTS THAT THE ADMINISTRATORS
HAVE THE POWER TO EXECUTE PURSUANT TO THIS DECLARATION;
(J)
THE TAKING OF ANY ACTION INCIDENTAL TO THE FOREGOING AS THE
INSTITUTIONAL TRUSTEE MAY FROM TIME TO TIME DETERMINE IS NECESSARY OR ADVISABLE
TO GIVE EFFECT TO THE TERMS OF THIS DECLARATION FOR THE BENEFIT OF THE HOLDERS
(WITHOUT CONSIDERATION OF THE EFFECT OF ANY SUCH ACTION ON ANY PARTICULAR
HOLDER);
(K)
TO ESTABLISH A RECORD DATE WITH RESPECT TO ALL ACTIONS TO BE TAKEN
HEREUNDER THAT REQUIRE A RECORD DATE BE ESTABLISHED, INCLUDING DISTRIBUTIONS,
VOTING RIGHTS, REDEMPTION AND EXCHANGES, AND TO ISSUE RELEVANT NOTICES TO THE
HOLDERS OF CAPITAL SECURITIES AND HOLDERS OF COMMON SECURITIES AS TO SUCH
ACTIONS AND APPLICABLE RECORD DATES, AND
(L)
TO DULY PREPARE AND FILE ALL APPLICABLE TAX RETURNS AND TAX
INFORMATION REPORTS THAT ARE REQUIRED TO BE FILED WITH RESPECT TO THE TRUST ON
BEHALF OF THE TRUST.
(II)
AS AMONG THE INSTITUTIONAL TRUSTEE AND THE ADMINISTRATORS, THE
INSTITUTIONAL TRUSTEE SHALL HAVE THE POWER, DUTY AND AUTHORITY TO ACT ON BEHALF
OF THE TRUST WITH RESPECT TO THE FOLLOWING MATTERS:
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(A)
THE ESTABLISHMENT OF THE PROPERTY ACCOUNT;
(B)
THE RECEIPT OF THE DEBENTURES;
(C)
THE COLLECTION OF INTEREST, PRINCIPAL AND ANY OTHER PAYMENTS MADE
IN RESPECT OF THE DEBENTURES IN THE PROPERTY ACCOUNT;
(D)
THE DISTRIBUTION THROUGH THE PAYING AGENT OF AMOUNTS OWED TO THE
HOLDERS IN RESPECT OF THE SECURITIES;
(E)
THE EXERCISE OF ALL OF THE RIGHTS, POWERS AND PRIVILEGES OF A
HOLDER OF THE DEBENTURES;
(F)
THE SENDING OF NOTICES