amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.
ARTICLE III
SPONSOR
SECTION 3.1.
SPONSOR'S PURCHASE OF COMMON SECURITIES. ON THE CLOSING
DATE, THE SPONSOR WILL PURCHASE ALL OF THE COMMON SECURITIES ISSUED BY THE TRUST
IN AN AMOUNT AT LEAST EQUAL TO 3% OF THE CAPITAL OF THE TRUST, AT THE SAME TIME
AS THE CAPITAL SECURITIES ARE SOLD.
SECTION 3.2.
RESPONSIBILITIES OF THE SPONSOR. IN CONNECTION WITH THE
ISSUE AND SALE OF THE CAPITAL SECURITIES, THE SPONSOR SHALL HAVE THE EXCLUSIVE
RIGHT AND RESPONSIBILITY TO ENGAGE IN, OR DIRECT THE ADMINISTRATORS TO ENGAGE
IN, THE FOLLOWING ACTIVITIES:
(a)
to determine the States in which to take appropriate action to
qualify the Trust or to qualify or register for sale all or part of the Capital
Securities and to do any and all such acts, other than actions which must be
taken by the Trust, and advise the Trust of actions it must take, and prepare
for execution and filing any documents to be executed and filed by the Trust, as
the Sponsor deems necessary or advisable in order to comply with the applicable
laws of any such States, to protect the limited liability of the Holders of the
Capital Securities or to enable the Trust to effect the purposes for which it
was created; and
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(b)
to negotiate the terms of and/or execute on behalf of the Trust,
the Placement Agreement and other related agreements providing for the sale of
the Capital Securities.
SECTION 3.3.
EXPENSES. IN CONNECTION WITH THE OFFERING, SALE AND
ISSUANCE OF THE DEBENTURES TO THE TRUST AND IN CONNECTION WITH THE SALE OF THE
SECURITIES BY THE TRUST, THE SPONSOR, IN ITS CAPACITY AS DEBENTURE ISSUER,
SHALL:
(A)
PAY ALL REASONABLE COSTS AND EXPENSES OWING TO THE DEBENTURE
TRUSTEE PURSUANT TO SECTION 6.7 OF THE INDENTURE;
(B)
BE RESPONSIBLE FOR AND SHALL PAY ALL DEBTS AND OBLIGATIONS (OTHER
THAN WITH RESPECT TO THE SECURITIES) AND ALL COSTS AND EXPENSES OF THE TRUST,
THE OFFERING, SALE AND ISSUANCE OF THE SECURITIES (INCLUDING FEES TO THE
PLACEMENT AGENTS IN CONNECTION THEREWITH), THE COSTS AND EXPENSES (INCLUDING
REASONABLE COUNSEL FEES AND EXPENSES) OF THE INSTITUTIONAL TRUSTEE AND THE
ADMINISTRATORS, THE COSTS AND EXPENSES RELATING TO THE OPERATION OF THE TRUST,
INCLUDING, WITHOUT LIMITATION, COSTS AND EXPENSES OF ACCOUNTANTS, ATTORNEYS,
STATISTICAL OR BOOKKEEPING SERVICES, EXPENSES FOR PRINTING AND ENGRAVING AND
COMPUTING OR ACCOUNTING EQUIPMENT, PAYING AGENTS, REGISTRARS, TRANSFER AGENTS,
DUPLICATING, TRAVEL AND TELEPHONE AND OTHER TELECOMMUNICATIONS EXPENSES AND
COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ACQUISITION, FINANCING, AND
DISPOSITION OF TRUST ASSETS AND THE ENFORCEMENT BY THE INSTITUTIONAL TRUSTEE OF
THE RIGHTS OF THE HOLDERS (FOR PURPOSES OF CLARIFICATION, THIS SECTION 3.3(B)
DOES NOT CONTEMPLATE THE PAYMENT