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 PLACEMENT 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;
12
(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 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 THE TERMS OF THIS DECLARATION;
(H)
TO THE EXTENT PROVIDED IN THIS DECLARATION,
THE WINDING