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 AS THE SPONSOR OR AN ADMINISTRATOR MAY
FROM TIME TO TIME DETERMINE IS NECESSARY, ADVISABLE OR INCIDENTAL TO THE
FOREGOING 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, REDEMPTIONS 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;
(L)
TO DULY PREPARE AND FILE ON BEHALF OF THE TRUST ALL APPLICABLE TAX
RETURNS AND TAX INFORMATION REPORTS THAT ARE REQUIRED TO BE FILED WITH RESPECT
TO THE TRUST;
(M)
TO NEGOTIATE THE TERMS OF, AND THE EXECUTION AND DELIVERY OF, THE
CAPITAL SECURITIES SUBSCRIPTION AGREEMENT AND ANY OTHER RELATED AGREEMENTS
PROVIDING FOR THE SALE OF THE CAPITAL SECURITIES OR THE RESALE THEREOF BY THE
PURCHASER;
(N)
TO EMPLOY OR OTHERWISE ENGAGE EMPLOYEES, AGENTS (WHO MAY BE
DESIGNATED AS OFFICERS WITH TITLES), MANAGERS, CONTRACTORS, ADVISORS, ATTORNEYS
AND CONSULTANTS AND PAY REASONABLE COMPENSATION FOR SUCH SERVICES;
(O)
TO INCUR EXPENSES THAT ARE NECESSARY, ADVISABLE OR INCIDENTAL TO
CARRY OUT ANY OF THE PURPOSES OF THE TRUST;
(P)
TO GIVE THE CERTIFICATE, SUBSTANTIALLY IN THE FORM OF EXHIBIT B
ATTACHED HERETO, REQUIRED BY § 314(A)(4) OF THE TRUST INDENTURE ACT TO THE
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INSTITUTIONAL TRUSTEE, WHICH CERTIFICATE MAY BE EXECUTED BY AN ADMINISTRATOR;
AND
(Q)
TO TAKE ALL ACTION THAT MAY BE NECESSARY OR APPROPRIATE FOR THE
PRESERVATION AND THE CONTINUATION OF THE TRUST'S VALID EXISTENCE, RIGHTS,
FRANCHISES AND PRIVILEGES AS A STATUTORY TRUST UNDER THE LAWS OF EACH
JURISDICTION (OTHER THAN THE STATE OF DELAWARE) IN WHICH SUCH EXISTENCE IS
NECESSARY TO PROTECT THE LIMITED LIABILITY OF THE HOLDERS OF THE CAPITAL
SECURITIES OR TO ENABLE THE TRUST TO EFFECT THE PURPOSES FOR WHICH THE TRUST WAS
CREATED.
(II)
AS AMONG THE TRUSTEES AND THE ADMINISTRATORS, THE INSTITUTIONAL
TRUSTEE SHALL HAVE THE POWER, DUTY AND AUTHORITY, AND IS HEREBY AUTHORIZED, TO
ACT ON BEHALF OF THE TRUST WITH RESPECT TO THE FOLLOWING MATTERS:
(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 OF DEFAULT AND OTHER INFORMATION REGARDING
THE SECURITIES AND THE DEBENTURES TO THE HOLDERS IN ACCORDANCE WITH THIS
DECLARATION;
(G)
THE DISTRIBUTION OF THE TRUST PROPERTY IN ACCORDANCE WITH