INSTITUTIONAL
TRUSTEE PURSUANT TO THIS SECTION 2.6 SHALL BE REIMBURSED BY THE SPONSOR, AND THE
INSTITUTIONAL TRUSTEE AND THE ADMINISTRATORS SHALL HAVE NO OBLIGATIONS WITH
RESPECT TO SUCH EXPENSES.
(F)
THE ASSETS OF THE TRUST SHALL CONSIST OF THE TRUST PROPERTY.
(G)
LEGAL TITLE TO ALL TRUST PROPERTY SHALL BE VESTED AT ALL TIMES IN
THE INSTITUTIONAL TRUSTEE (IN ITS CAPACITY AS SUCH) AND SHALL BE HELD AND
ADMINISTERED BY THE INSTITUTIONAL TRUSTEE AND THE ADMINISTRATORS FOR THE BENEFIT
OF THE TRUST IN ACCORDANCE WITH THIS DECLARATION.
(H)
IF THE INSTITUTIONAL TRUSTEE OR ANY HOLDER HAS INSTITUTED ANY
PROCEEDING TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS DECLARATION AND SUCH
PROCEEDING HAS BEEN DISCONTINUED OR ABANDONED FOR ANY REASON, OR HAS BEEN
DETERMINED ADVERSELY TO THE INSTITUTIONAL TRUSTEE OR TO SUCH HOLDER, THEN AND IN
EVERY SUCH CASE THE SPONSOR, THE INSTITUTIONAL TRUSTEE AND THE HOLDERS SHALL,
SUBJECT TO ANY DETERMINATION IN SUCH PROCEEDING, BE RESTORED SEVERALLY AND
RESPECTIVELY TO THEIR FORMER POSITIONS HEREUNDER, AND THEREAFTER ALL RIGHTS AND
REMEDIES OF THE INSTITUTIONAL TRUSTEE AND THE HOLDERS SHALL CONTINUE AS THOUGH
NO SUCH PROCEEDING HAD BEEN INSTITUTED.
Section 2.7
Prohibition of Actions by the Trust and the Institutional
Trustee.
(A)
THE TRUST SHALL NOT, AND THE INSTITUTIONAL TRUSTEE SHALL CAUSE THE
TRUST NOT TO, ENGAGE IN ANY ACTIVITY OTHER THAN AS REQUIRED OR AUTHORIZED BY
THIS DECLARATION.
IN PARTICULAR, THE TRUST SHALL NOT AND THE INSTITUTIONAL
TRUSTEE SHALL CAUSE THE TRUST NOT TO:
(I)
INVEST ANY PROCEEDS RECEIVED BY THE TRUST FROM HOLDING THE
DEBENTURES, BUT SHALL DISTRIBUTE ALL SUCH PROCEEDS TO HOLDERS OF THE SECURITIES
PURSUANT TO THE TERMS OF THIS DECLARATION AND OF THE SECURITIES;
(II)
ACQUIRE ANY ASSETS OTHER THAN AS EXPRESSLY PROVIDED HEREIN;
(III)
POSSESS TRUST PROPERTY FOR OTHER THAN A TRUST PURPOSE;
(IV)
MAKE ANY LOANS OR INCUR ANY INDEBTEDNESS OTHER THAN LOANS
REPRESENTED BY THE DEBENTURES;
(V)
POSSESS ANY POWER OR OTHERWISE ACT IN SUCH A WAY AS TO VARY THE
TRUST ASSETS OR THE TERMS OF THE SECURITIES IN ANY WAY WHATSOEVER OTHER THAN AS
EXPRESSLY PROVIDED HEREIN;
(VI)
ISSUE ANY SECURITIES OR OTHER EVIDENCES OF BENEFICIAL OWNERSHIP
OF, OR BENEFICIAL INTEREST IN, THE TRUST OTHER THAN THE SECURITIES;
(VII)
CARRY ON ANY "TRADE OR BUSINESS" AS THAT PHRASE IS USED IN THE
CODE; OR
(VIII)
OTHER THAN AS PROVIDED IN THIS DECLARATION (INCLUDING ANNEX I),
(A) DIRECT THE TIME, METHOD AND PLACE OF EXERCISING ANY TRUST OR POWER CONFERRED
UPON THE DEBENTURE TRUSTEE WITH RESPECT TO THE DEBENTURES, (B) WAIVE ANY PAST
DEFAULT THAT IS WAIVABLE UNDER THE INDENTURE, (C) EXERCISE ANY RIGHT TO RESCIND
OR ANNUL ANY DECLARATION THAT THE PRINCIPAL OF ALL THE
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DEBENTURES SHALL BE DUE AND PAYABLE, OR (D) CONSENT TO ANY AMENDMENT,
MODIFICATION OR TERMINATION OF THE INDENTURE OR THE DEBENTURES WHERE SUCH
CONSENT SHALL BE REQUIRED UNLESS THE TRUST SHALL HAVE RECEIVED AN OPINION OF
COUNSEL EXPERIENCED IN SUCH MATTERS TO THE EFFECT THAT SUCH MODIFICATION WILL
NOT CAUSE THE TRUST TO CEASE TO