UPON EXERCISE OF THE RIGHT OF THE HOLDER OF ALL OF THE OUTSTANDING
COMMON SECURITIES TO DISSOLVE THE TRUST AS PROVIDED IN ANNEX I HERETO;
(VI)
UPON THE ENTRY OF A DECREE OF JUDICIAL DISSOLUTION OF THE HOLDER
OF THE COMMON SECURITIES, THE SPONSOR, THE TRUST OR THE DEBENTURE ISSUER;
(VII)
WHEN ALL OF THE SECURITIES SHALL HAVE BEEN CALLED FOR REDEMPTION
AND THE AMOUNTS NECESSARY FOR REDEMPTION THEREOF SHALL HAVE BEEN PAID TO THE
HOLDERS IN ACCORDANCE WITH THE TERMS OF THE SECURITIES; OR
(VIII)
BEFORE THE ISSUANCE OF ANY SECURITIES, WITH THE CONSENT OF THE
INSTITUTIONAL TRUSTEE AND THE SPONSOR.
(B)
AS SOON AS IS PRACTICABLE AFTER THE OCCURRENCE OF AN EVENT
REFERRED TO IN SECTION 7.1(A), AND AFTER SATISFACTION OF LIABILITIES TO
CREDITORS OF THE TRUST AS REQUIRED BY APPLICABLE LAW, INCLUDING OF THE STATUTORY
TRUST ACT, AND SUBJECT TO THE TERMS SET FORTH IN ANNEX I, THE INSTITUTIONAL
TRUSTEE SHALL TERMINATE THE TRUST BY FILING A CERTIFICATE OF CANCELLATION WITH
THE SECRETARY OF STATE OF THE STATE OF CONNECTICUT.
(C)
THE PROVISIONS OF SECTION 2.9 AND ARTICLE IX SHALL SURVIVE THE
TERMINATION OF THE TRUST.
ARTICLE VIII
TRANSFER OF INTERESTS
Section 8.1
General.
(A)
SUBJECT TO SECTION 6.4 AND SECTION 8.1(C), WHERE CAPITAL
SECURITIES ARE PRESENTED TO THE REGISTRAR OR CO-REGISTRAR WITH A REQUEST TO
REGISTER A TRANSFER OR TO EXCHANGE THEM FOR AN EQUAL NUMBER OF CAPITAL
SECURITIES REPRESENTED BY DIFFERENT CERTIFICATES, THE REGISTRAR SHALL REGISTER
THE TRANSFER OR MAKE THE EXCHANGE IF ITS REQUIREMENTS FOR SUCH TRANSACTIONS ARE
MET.
TO PERMIT REGISTRATIONS OF TRANSFER AND EXCHANGES, THE TRUST SHALL ISSUE
AND THE INSTITUTIONAL TRUSTEE SHALL AUTHENTICATE CAPITAL SECURITIES AT THE
REGISTRAR'S REQUEST.
(B)
UPON ISSUANCE OF THE COMMON SECURITIES, THE SPONSOR SHALL ACQUIRE
AND RETAIN BENEFICIAL AND RECORD OWNERSHIP OF THE COMMON SECURITIES AND FOR SO
LONG AS THE SECURITIES REMAIN OUTSTANDING, THE SPONSOR SHALL MAINTAIN 100%
OWNERSHIP OF THE COMMON SECURITIES; PROVIDED, HOWEVER, THAT ANY PERMITTED
SUCCESSOR OF THE SPONSOR, IN ITS CAPACITY AS DEBENTURE ISSUER, UNDER THE
INDENTURE THAT IS A U.S. PERSON MAY SUCCEED TO THE SPONSOR'S OWNERSHIP OF THE
COMMON SECURITIES.
(C)
CAPITAL SECURITIES MAY ONLY BE TRANSFERRED, IN WHOLE OR IN PART,
IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN THIS DECLARATION AND IN
THE TERMS OF THE SECURITIES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY TRANSFER OR PURPORTED TRANSFER OF ANY SECURITY NOT MADE IN ACCORDANCE WITH
THIS DECLARATION SHALL BE NULL AND VOID AND WILL BE DEEMED TO BE OF NO LEGAL
EFFECT WHATSOEVER AND ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE
RECEIPT OF DISTRIBUTIONS ON
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SUCH CAPITAL SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN SUCH CAPITAL SECURITIES.
(D)
THE REGISTRAR SHALL PROVIDE FOR THE REGISTRATION OF SECURITIES AND
OF TRANSFERS OF SECURITIES, WHICH WILL BE EFFECTED WITHOUT CHARGE BUT ONLY UPON
PAYMENT (WITH SUCH INDEMNITY AS THE