BE CLASSIFIED AS A GRANTOR
TRUST FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
SECTION 2.8.
POWERS AND DUTIES OF THE INSTITUTIONAL TRUSTEE.
(A)
THE LEGAL TITLE TO THE DEBENTURES SHALL BE OWNED BY AND HELD OF
RECORD IN THE NAME OF THE INSTITUTIONAL TRUSTEE IN TRUST FOR THE BENEFIT OF THE
TRUST.
THE RIGHT, TITLE AND INTEREST OF THE INSTITUTIONAL TRUSTEE TO THE
DEBENTURES SHALL VEST AUTOMATICALLY IN EACH PERSON WHO MAY HEREAFTER BE
APPOINTED AS INSTITUTIONAL TRUSTEE IN ACCORDANCE WITH SECTION 4.5.
SUCH VESTING
AND CESSATION OF TITLE SHALL BE EFFECTIVE WHETHER OR NOT CONVEYANCING DOCUMENTS
WITH REGARD TO THE DEBENTURES HAVE BEEN EXECUTED AND DELIVERED.
(B)
THE INSTITUTIONAL TRUSTEE SHALL NOT TRANSFER ITS RIGHT, TITLE AND
INTEREST IN THE DEBENTURES TO THE ADMINISTRATORS OR TO THE DELAWARE TRUSTEE.
(C)
THE INSTITUTIONAL TRUSTEE SHALL:
(I)
ESTABLISH AND MAINTAIN A SEGREGATED NON-INTEREST BEARING TRUST
ACCOUNT (THE "PROPERTY ACCOUNT") IN THE UNITED STATES (AS DEFINED IN TREASURY
REGULATIONS § 301.7701-7), IN THE NAME OF AND UNDER THE EXCLUSIVE CONTROL OF THE
INSTITUTIONAL TRUSTEE, AND MAINTAINED IN THE INSTITUTIONAL TRUSTEE'S TRUST
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DEPARTMENT, ON BEHALF OF THE HOLDERS OF THE SECURITIES AND, UPON THE RECEIPT OF
PAYMENTS OF FUNDS MADE IN RESPECT OF THE DEBENTURES HELD BY THE INSTITUTIONAL
TRUSTEE, DEPOSIT SUCH FUNDS INTO THE PROPERTY ACCOUNT AND MAKE PAYMENTS TO THE
HOLDERS OF THE CAPITAL SECURITIES AND HOLDERS OF THE COMMON SECURITIES FROM THE
PROPERTY ACCOUNT IN ACCORDANCE WITH SECTION 5.1.
FUNDS IN THE PROPERTY ACCOUNT
SHALL BE HELD UNINVESTED UNTIL DISBURSED IN ACCORDANCE WITH THIS DECLARATION;
(II)
ENGAGE IN SUCH MINISTERIAL ACTIVITIES AS SHALL BE NECESSARY OR
APPROPRIATE TO EFFECT THE REDEMPTION OF THE CAPITAL SECURITIES AND THE COMMON
SECURITIES TO THE EXTENT THE DEBENTURES ARE REDEEMED OR MATURE; AND
(III)
UPON WRITTEN NOTICE OF DISTRIBUTION ISSUED BY THE ADMINISTRATORS
IN ACCORDANCE WITH THE TERMS OF THE SECURITIES, ENGAGE IN SUCH MINISTERIAL
ACTIVITIES AS SHALL BE NECESSARY OR APPROPRIATE TO EFFECT THE DISTRIBUTION OF
THE DEBENTURES TO HOLDERS OF SECURITIES UPON THE OCCURRENCE OF THE CIRCUMSTANCES
SPECIFIED THEREFOR UNDER THE TERMS OF THE SECURITIES.
(D)
THE INSTITUTIONAL TRUSTEE SHALL TAKE ALL ACTIONS AND PERFORM SUCH
DUTIES AS MAY BE SPECIFICALLY REQUIRED OF THE INSTITUTIONAL TRUSTEE PURSUANT 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