TO THE TERMS OF THE SECURITIES.
(E)
THE INSTITUTIONAL TRUSTEE MAY BRING OR
DEFEND, PAY, COLLECT, COMPROMISE, ARBITRATE, RESORT TO LEGAL ACTION WITH RESPECT
TO, OR OTHERWISE ADJUST CLAIMS OR DEMANDS OF OR AGAINST, THE TRUST (A "LEGAL
ACTION") WHICH ARISE OUT OF OR IN CONNECTION WITH AN EVENT OF DEFAULT OF WHICH A
RESPONSIBLE OFFICER OF THE INSTITUTIONAL TRUSTEE HAS ACTUAL KNOWLEDGE OR THE
INSTITUTIONAL TRUSTEE'S DUTIES AND OBLIGATIONS UNDER THIS DECLARATION OR THE
TRUST INDENTURE ACT; PROVIDED, HOWEVER, THAT IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING AND SUCH EVENT IS ATTRIBUTABLE TO THE FAILURE OF THE DEBENTURE
ISSUER TO PAY INTEREST OR PREMIUM, IF ANY, ON OR PRINCIPAL OF THE DEBENTURES ON
THE DATE SUCH INTEREST, PREMIUM, IF ANY, OR PRINCIPAL IS OTHERWISE PAYABLE (OR
IN THE CASE OF REDEMPTION, ON THE DATE OF REDEMPTION), THEN A HOLDER OF THE
CAPITAL SECURITIES MAY DIRECTLY INSTITUTE A PROCEEDING FOR ENFORCEMENT OF
PAYMENT TO SUCH HOLDER OF THE
16
PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THE DEBENTURES HAVING A
PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE LIQUIDATION AMOUNT OF THE CAPITAL
SECURITIES OF SUCH HOLDER (A "DIRECT ACTION") ON OR AFTER THE RESPECTIVE DUE
DATE SPECIFIED IN THE DEBENTURES.
IN CONNECTION WITH SUCH DIRECT ACTION, THE
RIGHTS OF THE HOLDERS OF THE COMMON SECURITIES WILL BE SUBROGATED TO THE RIGHTS
OF SUCH HOLDER OF THE CAPITAL SECURITIES TO THE EXTENT OF ANY PAYMENT MADE BY
THE DEBENTURE ISSUER TO SUCH HOLDER OF THE CAPITAL SECURITIES IN SUCH DIRECT
ACTION; PROVIDED, HOWEVER, THAT A HOLDER OF THE COMMON SECURITIES MAY EXERCISE
SUCH RIGHT OF SUBROGATION ONLY IF NO EVENT OF DEFAULT WITH RESPECT TO THE
CAPITAL SECURITIES HAS OCCURRED AND IS CONTINUING.
(F)
THE INSTITUTIONAL TRUSTEE SHALL CONTINUE
TO SERVE AS A TRUSTEE UNTIL EITHER:
(I)
THE TRUST HAS BEEN COMPLETELY LIQUIDATED
AND THE PROCEEDS OF THE LIQUIDATION DISTRIBUTED TO THE HOLDERS OF THE SECURITIES
PURSUANT TO THE TERMS OF THE SECURITIES AND THIS DECLARATION (INCLUDING ANNEX
I); OR
(II)
A SUCCESSOR INSTITUTIONAL TRUSTEE HAS BEEN
APPOINTED AND HAS ACCEPTED THAT APPOINTMENT IN ACCORDANCE WITH SECTION 4.5.
(G)
THE INSTITUTIONAL TRUSTEE SHALL HAVE THE
LEGAL POWER TO EXERCISE ALL OF THE RIGHTS, POWERS AND PRIVILEGES OF A HOLDER OF
THE DEBENTURES UNDER THE INDENTURE AND, IF AN EVENT OF DEFAULT OCCURS AND IS
CONTINUING, THE INSTITUTIONAL TRUSTEE MAY, FOR THE BENEFIT OF HOLDERS OF THE
SECURITIES, ENFORCE ITS RIGHTS AS HOLDER OF THE DEBENTURES SUBJECT TO THE RIGHTS
OF THE HOLDERS PURSUANT TO THIS DECLARATION (INCLUDING ANNEX I) AND THE TERMS OF
THE SECURITIES.
(H)
THE INSTITUTIONAL TRUSTEE MUST EXERCISE THE
POWERS SET FORTH IN THIS SECTION 2.8 IN A MANNER THAT IS CONSISTENT WITH THE
PURPOSES AND FUNCTIONS OF THE TRUST SET OUT IN SECTION 2.3, AND THE
INSTITUTIONAL TRUSTEE SHALL NOT TAKE ANY ACTION THAT IS INCONSISTENT WITH THE
PURPOSES AND FUNCTIONS OF THE TRUST SET OUT IN SECTION 2.3.
SECTION 2.9.
CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEES AND THE
ADMINISTRATORS.
(A)