IN PARTICULAR, NEITHER THE
TRUSTEES NOR THE ADMINISTRATORS MAY CAUSE THE TRUST TO (I) ACQUIRE ANY
INVESTMENTS OR ENGAGE IN ANY ACTIVITIES NOT AUTHORIZED BY THIS DECLARATION,
(II) SELL, ASSIGN, TRANSFER, EXCHANGE, MORTGAGE, PLEDGE, SET-OFF OR OTHERWISE
DISPOSE OF ANY OF THE TRUST PROPERTY OR INTERESTS THEREIN, INCLUDING TO HOLDERS,
EXCEPT AS EXPRESSLY PROVIDED HEREIN, (III) TAKE ANY ACTION THAT WOULD CAUSE (OR
IN THE CASE OF THE INSTITUTIONAL TRUSTEE, TO THE ACTUAL KNOWLEDGE OF A
RESPONSIBLE OFFICER WOULD CAUSE) THE TRUST TO FAIL OR CEASE TO QUALIFY AS A
GRANTOR TRUST FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, (IV) INCUR ANY
INDEBTEDNESS FOR BORROWED MONEY OR ISSUE ANY OTHER DEBT OR (V) TAKE OR CONSENT
TO ANY ACTION THAT WOULD RESULT IN THE PLACEMENT OF A LIEN ON ANY OF THE TRUST
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PROPERTY.
THE INSTITUTIONAL TRUSTEE SHALL, AT THE SOLE COST AND EXPENSE OF THE
TRUST SUBJECT TO REIMBURSEMENT UNDER SECTION 9.6(A), DEFEND ALL CLAIMS AND
DEMANDS OF ALL PERSONS AT ANY TIME CLAIMING ANY LIEN ON ANY OF THE TRUST
PROPERTY ADVERSE TO THE INTEREST OF THE TRUST OR THE HOLDERS IN THEIR CAPACITY
AS HOLDERS.
(C)
IN CONNECTION WITH THE ISSUANCE AND SALE OF
THE CAPITAL SECURITIES, THE SPONSOR SHALL HAVE THE RIGHT AND RESPONSIBILITY TO
ASSIST THE TRUST WITH RESPECT TO, OR EFFECT ON BEHALF OF THE TRUST, THE
FOLLOWING (AND ANY ACTIONS TAKEN BY THE SPONSOR IN FURTHERANCE OF THE FOLLOWING
PRIOR TO THE DATE OF THIS DECLARATION ARE HEREBY RATIFIED AND CONFIRMED IN ALL
RESPECTS):
(I)
THE TAKING OF ANY ACTION NECESSARY TO
OBTAIN AN EXEMPTION FROM THE SECURITIES ACT;
(II)
THE DETERMINATION OF THE JURISDICTIONS IN
WHICH TO TAKE APPROPRIATE ACTION TO QUALIFY OR REGISTER FOR SALE ALL OR PART OF
THE CAPITAL SECURITIES AND THE DETERMINATION OF ANY AND ALL SUCH ACTS, OTHER
THAN ACTIONS WHICH MUST BE TAKEN BY OR ON BEHALF OF THE TRUST, AND THE
ADVISEMENT OF AND DIRECTION TO THE TRUSTEES OF ACTIONS THEY MUST TAKE ON BEHALF
OF THE TRUST, AND THE PREPARATION FOR EXECUTION AND FILING OF ANY DOCUMENTS TO
BE EXECUTED AND FILED BY THE TRUST OR ON BEHALF OF THE TRUST, AS THE SPONSOR
DEEMS NECESSARY OR ADVISABLE IN ORDER TO COMPLY WITH THE APPLICABLE LAWS OF ANY
SUCH JURISDICTIONS IN CONNECTION WITH THE SALE OF THE CAPITAL SECURITIES; AND
(III)
THE TAKING OF ANY OTHER ACTIONS NECESSARY OR
DESIRABLE TO CARRY OUT ANY OF THE FOREGOING ACTIVITIES.
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE ADMINISTRATORS, THE INSTITUTIONAL TRUSTEE AND THE HOLDERS OF A
MAJORITY IN LIQUIDATION AMOUNT OF THE COMMON SECURITIES ARE AUTHORIZED AND
DIRECTED TO CONDUCT THE AFFAIRS OF THE TRUST AND TO OPERATE THE TRUST SO THAT
(I) THE TRUST WILL NOT BE DEEMED TO BE AN INVESTMENT COMPANY REQUIRED TO BE
REGISTERED UNDER THE INVESTMENT COMPANY ACT (IN THE CASE OF THE INSTITUTIONAL
TRUSTEE, TO THE ACTUAL KNOWLEDGE OF A RESPONSIBLE OFFICER), AND (II) THE TRUST
WILL NOT FAIL TO BE CLASSIFIED AS A GRANTOR TRUST FOR