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.
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 4.5.
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 OR TO THE
DELAWARE TRUSTEE.
(C)
THE INSTITUTIONAL TRUSTEE SHALL:
16
(I)
ESTABLISH AND MAINTAIN A SEGREGATED
NON-INTEREST BEARING TRUST ACCOUNT (THE "PROPERTY ACCOUNT") IN THE UNITED STATES
(AS DEFINED IN TREASURY REGULATIONS § 301.7701-7), 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 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
THE CIRCUMSTANCES SPECIFIED THEREFOR UNDER THE TERMS OF THE SECURITIES.
(D)
THE INSTITUTIONAL TRUSTEE SHALL TAKE ALL
ACTIONS AND PERFORM SUCH DUTIES AS MAY BE SPECIFICALLY REQUIRED OF THE
INSTITUTIONAL TRUSTEE PURSUANT TO THE TERMS OF THE SECURITIES.
(E)
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 (A "LEGAL
ACTION") WHICH ARISE OUT OF OR IN CONNECTION WITH AN EVENT OF DEFAULT OF WHICH A
RESPONSIBLE OFFICER OF THE INSTITUTIONAL TRUSTEE HAS ACTUAL KNOWLEDGE OR THE
INSTITUTIONAL TRUSTEE'S DUTIES AND OBLIGATIONS UNDER THIS DECLARATION OR THE
TRUST INDENTURE ACT; 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 PREMIUM, IF ANY, ON OR PRINCIPAL OF THE DEBENTURES ON
THE DATE SUCH INTEREST, PREMIUM, IF ANY, OR PRINCIPAL IS OTHERWISE PAYABLE (OR
IN THE CASE OF REDEMPTION, ON THE DATE OF REDEMPTION), THEN A HOLDER OF THE
CAPITAL SECURITIES MAY