BE CLASSIFIED AS A "GRANTOR TRUST" FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES.
Section 2.8
Powers and Duties of the Institutional Trustee.
(A)
THE LEGAL TITLE TO THE DEBENTURES SHALL BE OWNED BY AND HELD OF
RECORD IN THE NAME OF THE INSTITUTIONAL TRUSTEE IN TRUST FOR THE BENEFIT OF THE
TRUST AND THE HOLDERS OF THE SECURITIES.
THE RIGHT, TITLE AND INTEREST OF THE
INSTITUTIONAL TRUSTEE TO THE DEBENTURES SHALL VEST AUTOMATICALLY IN EACH PERSON
WHO MAY HEREAFTER BE APPOINTED AS INSTITUTIONAL TRUSTEE IN ACCORDANCE WITH
SECTION 4.3. SUCH VESTING AND CESSATION OF TITLE SHALL BE EFFECTIVE WHETHER OR
NOT CONVEYANCING DOCUMENTS WITH REGARD TO THE DEBENTURES HAVE BEEN EXECUTED AND
DELIVERED.
(B)
THE INSTITUTIONAL TRUSTEE SHALL NOT TRANSFER ITS RIGHT, TITLE AND
INTEREST IN THE DEBENTURES TO THE ADMINISTRATORS.
(C)
THE INSTITUTIONAL TRUSTEE SHALL:
(I)
ESTABLISH AND MAINTAIN A SEGREGATED NON-INTEREST BEARING TRUST
ACCOUNT (THE "PROPERTY ACCOUNT") IN THE NAME OF AND UNDER THE EXCLUSIVE CONTROL
OF THE INSTITUTIONAL TRUSTEE, AND MAINTAINED IN THE INSTITUTIONAL TRUSTEE'S
TRUST DEPARTMENT, ON BEHALF OF THE HOLDERS OF THE SECURITIES AND, UPON THE
RECEIPT OF PAYMENTS OF FUNDS MADE IN RESPECT OF THE DEBENTURES HELD BY THE
INSTITUTIONAL TRUSTEE, DEPOSIT SUCH FUNDS INTO THE PROPERTY ACCOUNT AND MAKE
PAYMENTS, OR CAUSE THE PAYING AGENT TO MAKE PAYMENTS, TO THE HOLDERS OF THE
CAPITAL SECURITIES AND HOLDERS OF THE COMMON SECURITIES FROM THE PROPERTY
ACCOUNT IN ACCORDANCE WITH SECTION 5.1. FUNDS IN THE PROPERTY ACCOUNT SHALL BE
HELD UNINVESTED UNTIL DISBURSED IN ACCORDANCE WITH THIS DECLARATION;
(II)
ENGAGE IN SUCH MINISTERIAL ACTIVITIES AS SHALL BE NECESSARY OR
APPROPRIATE TO EFFECT THE REDEMPTION OF THE CAPITAL SECURITIES AND THE COMMON
SECURITIES TO THE EXTENT THE DEBENTURES ARE REDEEMED OR MATURE; AND
(III)
UPON WRITTEN NOTICE OF DISTRIBUTION ISSUED BY THE ADMINISTRATORS
IN ACCORDANCE WITH THE TERMS OF THE SECURITIES, ENGAGE IN SUCH MINISTERIAL
ACTIVITIES AS SHALL BE NECESSARY OR APPROPRIATE TO EFFECT THE DISTRIBUTION OF
THE DEBENTURES TO HOLDERS OF SECURITIES UPON THE OCCURRENCE OF CERTAIN
CIRCUMSTANCES PURSUANT TO THE TERMS OF THE SECURITIES.
(D)
THE INSTITUTIONAL TRUSTEE MAY BRING OR DEFEND, PAY, COLLECT,
COMPROMISE, ARBITRATE, RESORT TO LEGAL ACTION WITH RESPECT TO, OR OTHERWISE
ADJUST CLAIMS OR DEMANDS OF OR AGAINST, THE TRUST ("LEGAL ACTION") WHICH ARISES
OUT OF OR IN CONNECTION WITH AN EVENT OF DEFAULT OF WHICH A RESPONSIBLE OFFICER
OF THE INSTITUTIONAL TRUSTEE HAS ACTUAL KNOWLEDGE OR ARISES OUT OF THE
INSTITUTIONAL TRUSTEE'S DUTIES AND OBLIGATIONS UNDER THIS DECLARATION; PROVIDED,
HOWEVER, THAT IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND SUCH
EVENT IS ATTRIBUTABLE TO THE FAILURE OF THE DEBENTURE ISSUER TO PAY INTEREST OR
PRINCIPAL ON THE DEBENTURES ON THE DATE SUCH INTEREST OR PRINCIPAL IS OTHERWISE
PAYABLE (OR IN THE CASE OF REDEMPTION, ON THE REDEMPTION DATE), THEN A HOLDER OF
THE CAPITAL SECURITIES MAY DIRECTLY INSTITUTE A PROCEEDING FOR ENFORCEMENT OF
PAYMENT
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TO SUCH HOLDER OF THE PRINCIPAL OF OR INTEREST ON THE DEBENTURES HAVING A
PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE