act or engage in any business whatsoever except
for the foregoing and any activity reasonably incidental thereto or appropriate
therefor.
The investments to be made by the Trust are in the Underlying Assets
and, as provided herein, Eligible Investments.
After the Closing Date, the
Trust shall not issue additional Certificates (other than upon transfer of
existing Certificates) or purchase or otherwise acquire any additional
securities or other assets (other than Eligible Investments) and shall not
dispose of Underlying Assets, in each case except as provided herein.
The Trust
shall not incur any indebtedness.
SECTION
2.04
TERM AND TERMINATION; UNCLAIMED MONEYS.
(A)
THIS AGREEMENT SHALL REMAIN IN EFFECT UNTIL THE DATE UPON WHICH
ALL THE UNDERLYING ASSETS OF THE TRUST HAVE BEEN RETIRED AND THE PAYMENTS ON
SUCH UNDERLYING ASSETS HAVE BEEN DISTRIBUTED TO CERTIFICATEHOLDERS IN ACCORDANCE
WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE TRUSTS
CREATED HEREBY CONTINUE BEYOND THE EXPIRATION OF 21 YEARS FROM THE DEATH OF THE
SURVIVOR OF THE DESCENDANTS OF PRESCOTT SHELDON BUSH, THE LATE UNITED STATES
SENATOR, LIVING ON THE DATE HEREOF.
(B)
IF ANY MONEYS PAYABLE IN RESPECT OF ANY CERTIFICATES ARE NOT
CLAIMED BY THE CERTIFICATEHOLDER ENTITLED THERETO, THE TRUSTEE SHALL SEGREGATE
AND HOLD SUCH MONEYS IN TRUST, WITHOUT LIABILITY FOR INTEREST THEREON, FOR THE
ACCOUNT OF THE CERTIFICATEHOLDER ENTITLED THERETO.
ALL SUCH MONEYS THAT REMAIN
UNCLAIMED ON THE DATE THAT IS TWO YEARS AFTER THE DATE ON WHICH SUCH MONEYS WERE
ORIGINALLY DUE SHALL BE DISBURSED TO THE DEPOSITOR AND SUCH CERTIFICATEHOLDER
SHALL THEREAFTER LOOK ONLY TO THE DEPOSITOR FOR PAYMENT.
(C)
UPON THE DISSOLUTION OF THE TRUST, THE TRUSTEE SHALL PROCEED AS
PROMPTLY AS PRACTICABLE TO WIND UP THE AFFAIRS OF THE TRUST AND DISTRIBUTE ANY
REMAINING ASSETS THEREOF IN AN ORDERLY AND BUSINESSLIKE MANNER.
AS PART OF THE
WINDING UP OF THE AFFAIRS OF THE TRUST, THE FOLLOWING STEPS SHALL BE TAKEN IN
THE FOLLOWING ORDER:
(I)
IF ON THE UNDERLYING FINAL PAYMENT DATE ANY ASSETS REMAIN IN THE
TRUST, THE TRUSTEE SHALL TAKE, OR CAUSE TO BE TAKEN, APPROPRIATE ACTION TO SELL
OR DISTRIBUTE ALL SUCH ASSETS ON THE INSTRUCTIONS OF THE CERTIFICATEHOLDERS
HOLDING A MAJORITY OF THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF BOTH
CLASSES.
THE PROCEEDS OF ANY SUCH SALE SHALL BE DISTRIBUTED AS PROMPTLY AS
PRACTICABLE THEREAFTER PURSUANT TO SECTION 5.01.
ANY SUCH DISTRIBUTION SHALL BE
MADE IN ACCORDANCE WITH SUCH INSTRUCTIONS.
(II)
THE DEPOSITOR SHALL PAY ALL LIABILITIES OF THE TRUST.
(D)
NO CERTIFICATEHOLDER SHALL BE ENTITLED TO REVOKE THE TRUST.
ARTICLE III
THE UNDERLYING ASSETS
SECTION
3.01
TRANSFER OF UNDERLYING ASSETS.
(A)
SIMULTANEOUSLY WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE DEPOSITOR, IN EXCHANGE FOR ALL THE CERTIFICATES, IS HEREBY TRANSFERRING TO
THE TRUST, AND DEPOSITING INTO THE TRUST, FOREVER, ALL RIGHT, TITLE AND INTEREST
OF THE DEPOSITOR IN AND TO THE UNDERLYING ASSETS, TO HAVE AND TO HOLD ALL OF THE
SAME, TOGETHER WITH ALL REVENUES, ISSUES, PROFITS AND PROCEEDS THEREOF AND
THEREFROM AND APPURTENANCES THERETO TO THE TRUST, IN