THAN IN CONNECTION WITH A MERGER, CONSOLIDATION OR SIMILAR
TRANSACTION NOT PROHIBITED BY THE INDENTURE, THIS DECLARATION OR THE GUARANTEE,
AS THE CASE MAY BE, THE FILING OF A CERTIFICATE OF DISSOLUTION OR 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 SECTIONS 6.4, 8.1(C) AND 8.5, 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 OR AS OTHERWISE PROVIDED
HEREIN, 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 CAPITAL SECURITY NOT
MADE IN ACCORDANCE WITH THIS DECLARATION