SUCCESSOR
SECURITIES IN ANY MATERIAL RESPECT (OTHER THAN WITH RESPECT TO ANY DILUTION OF
SUCH HOLDERS' INTERESTS IN THE SUCCESSOR ENTITY);
(B)
FOLLOWING SUCH MERGER, CONSOLIDATION,
AMALGAMATION, REPLACEMENT, CONVEYANCE, TRANSFER OR LEASE, NEITHER THE TRUST NOR
THE SUCCESSOR ENTITY WILL BE REQUIRED 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
23
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.
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