ITS EQUIVALENT WITH RESPECT TO THE SPONSOR OR UPON THE REVOCATION
OF THE CHARTER OF THE SPONSOR AND THE EXPIRATION OF 90 DAYS AFTER THE DATE OF
REVOCATION WITHOUT A REINSTATEMENT THEREOF;
(IV)
THE DISTRIBUTION OF ALL OF THE DEBENTURES TO
THE HOLDERS OF THE SECURITIES, UPON EXERCISE OF THE RIGHT OF THE HOLDERS OF ALL
OF THE OUTSTANDING COMMON SECURITIES TO DISSOLVE THE TRUST AS PROVIDED IN ANNEX
I HERETO;
(V)
THE ENTRY OF A DECREE OF JUDICIAL
DISSOLUTION OF ANY HOLDER OF THE COMMON SECURITIES, THE SPONSOR, THE TRUST OR
THE DEBENTURE ISSUER;
(VI)
WHEN ALL OF THE SECURITIES ARE THEN SUBJECT TO
REDEMPTION AND THE AMOUNTS NECESSARY FOR REDEMPTION THEREOF SHALL HAVE BEEN PAID
TO THE HOLDERS IN ACCORDANCE WITH THE TERMS OF THE SECURITIES; OR
(VII)
BEFORE THE ISSUANCE OF ANY SECURITIES, WITH THE
CONSENT OF ALL OF THE TRUSTEES AND THE SPONSOR.
(B)
AS SOON AS IS PRACTICABLE AFTER THE
OCCURRENCE OF AN EVENT REFERRED TO IN SECTION 7.1(A), AND AFTER SATISFACTION OF
LIABILITIES TO CREDITORS OF THE TRUST AS REQUIRED BY APPLICABLE LAW, INCLUDING
§3808 OF THE STATUTORY TRUST ACT, AND SUBJECT TO THE TERMS SET FORTH IN ANNEX I,
THE INSTITUTIONAL TRUSTEE SHALL TERMINATE THE TRUST BY FILING A CERTIFICATE OF
CANCELLATION WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE.
(C)
THE PROVISIONS OF SECTION 2.9 AND ARTICLE
IX SHALL SURVIVE THE TERMINATION OF THE TRUST.
ARTICLE VIII
TRANSFER OF INTERESTS
SECTION 8.1.
GENERAL.
(A)
SUBJECT TO SECTION 6.4 AND SECTION
8.1(C), WHEN A HOLDER OF CAPITAL SECURITIES DELIVERS TO THE REGISTRAR IN
ACCORDANCE WITH THIS DECLARATION A REQUEST TO REGISTER A TRANSFER OF SUCH
HOLDER'S CAPITAL SECURITIES OR TO EXCHANGE THEM FOR AN EQUAL AGGREGATE
LIQUIDATION AMOUNT OF CAPITAL SECURITIES REPRESENTED BY DIFFERENT CERTIFICATES,
THE REGISTRAR SHALL REGISTER THE TRANSFER OR MAKE THE EXCHANGE WHEN THE
REQUIREMENTS PROVIDED FOR HEREIN FOR SUCH TRANSFER OR EXCHANGE ARE MET.
TO
FACILITATE REGISTRATIONS OF TRANSFERS AND EXCHANGES, THE TRUST SHALL EXECUTE AND
THE INSTITUTIONAL TRUSTEE SHALL AUTHENTICATE CAPITAL SECURITY CERTIFICATES AT
THE REGISTRAR'S REQUEST.
(B)
UPON ISSUANCE OF THE COMMON SECURITIES, THE
SPONSOR SHALL ACQUIRE AND RETAIN BENEFICIAL AND RECORD OWNERSHIP OF THE COMMON
SECURITIES AND, FOR SO LONG AS THE SECURITIES REMAIN OUTSTANDING, THE SPONSOR
SHALL MAINTAIN 100% OWNERSHIP OF THE COMMON
39
SECURITIES; PROVIDED, HOWEVER, THAT ANY PERMITTED SUCCESSOR OF THE DEBENTURE
ISSUER UNDER THE INDENTURE MAY SUCCEED TO THE SPONSOR'S OWNERSHIP OF THE COMMON
SECURITIES.
(C)
CAPITAL SECURITIES MAY ONLY BE TRANSFERRED,
IN WHOLE OR IN PART, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN
THIS DECLARATION AND IN THE TERMS OF THE CAPITAL SECURITIES.
TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY TRANSFER OR PURPORTED TRANSFER OF ANY
SECURITY NOT MADE IN ACCORDANCE WITH THIS DECLARATION SHALL BE NULL AND VOID AND
WILL BE DEEMED TO BE OF NO LEGAL EFFECT WHATSOEVER AND ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH CAPITAL SECURITIES FOR
ANY PURPOSE, INCLUDING, BUT NOT