REQUIRED TO REGISTER AS AN
INVESTMENT COMPANY; AND
(C)
FOLLOWING SUCH MERGER, CONSOLIDATION, AMALGAMATION OR REPLACEMENT,
THE TRUST (OR THE SUCCESSOR ENTITY) WILL CONTINUE TO BE CLASSIFIED AS A "GRANTOR
TRUST" FOR UNITED STATES FEDERAL INCOME TAX PURPOSES;
(VII)
THE SPONSOR GUARANTEES THE OBLIGATIONS OF SUCH SUCCESSOR ENTITY
UNDER THE SUCCESSOR SECURITIES AT LEAST TO THE EXTENT PROVIDED BY THE GUARANTEE;
20
(VIII)
THE SPONSOR OWNS 100% OF THE COMMON SECURITIES OF ANY SUCCESSOR
ENTITY; AND
(IX)
PRIOR TO SUCH MERGER, CONSOLIDATION, AMALGAMATION OR REPLACEMENT,
THE INSTITUTIONAL TRUSTEE SHALL HAVE RECEIVED AN OFFICERS' CERTIFICATE OF THE
ADMINISTRATORS AND AN OPINION OF COUNSEL, EACH TO THE EFFECT THAT ALL CONDITIONS
PRECEDENT UNDER THIS SECTION 2.14(B) TO SUCH TRANSACTION HAVE BEEN SATISFIED.
(C)
NOTWITHSTANDING SECTION 2.14(B), THE TRUST SHALL NOT, EXCEPT WITH
THE CONSENT OF HOLDERS OF 100% IN AGGREGATE LIQUIDATION AMOUNT OF THE
SECURITIES, CONSOLIDATE, 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 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; AND
(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 RELATING TO THE OFFERING,
SALE AND ISSUANCE OF THE DEBENTURES, INCLUDING COMPENSATION OF THE DEBENTURE
TRUSTEE UNDER THE INDENTURE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE;
(B)
BE RESPONSIBLE FOR AND SHALL PAY ALL DEBTS AND OBLIGATIONS (OTHER
THAN WITH RESPECT TO THE SECURITIES) AND ALL COSTS