TERMINATION OF TRUST.
(a)
The Trust shall dissolve on the first to occur of:
(i)
unless earlier dissolved, on March 15, 2042, the expiration of
the term of the Trust;
(ii)
upon a Bankruptcy Event with respect to the Sponsor, the Trust or
the Debenture Issuer;
(iii)
upon the filing of a certificate of dissolution or its equivalent
with respect to the Sponsor (other 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) 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)
upon the distribution of the Debentures to the Holders of the
Securities, upon exercise of the right of the Holder of all of the outstanding
Common Securities to dissolve the Trust as provided in Annex I hereto;
(v)
upon the entry of a decree of judicial dissolution of the Holder
of the Common Securities, the Sponsor, the Trust or the Debenture Issuer;
30
(VI)
WHEN ALL OF THE SECURITIES SHALL HAVE BEEN
CALLED FOR 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
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 8.1(C), WHERE CAPITAL
SECURITIES ARE PRESENTED TO THE REGISTRAR OR A CO-REGISTRAR WITH A REQUEST TO
REGISTER A TRANSFER OR TO EXCHANGE THEM FOR AN EQUAL NUMBER OF CAPITAL
SECURITIES REPRESENTED BY DIFFERENT CERTIFICATES, THE REGISTRAR SHALL REGISTER
THE TRANSFER OR MAKE THE EXCHANGE IF ITS REQUIREMENTS FOR SUCH TRANSACTIONS ARE
MET.
TO PERMIT REGISTRATIONS OF TRANSFER AND EXCHANGES, THE TRUST SHALL ISSUE
AND THE INSTITUTIONAL TRUSTEE SHALL AUTHENTICATE CAPITAL SECURITIES 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, AND TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SPONSOR SHALL MAINTAIN 100%
OWNERSHIP OF THE COMMON SECURITIES; PROVIDED, HOWEVER, THAT ANY PERMITTED
SUCCESSOR OF THE SPONSOR, IN ITS CAPACITY AS DEBENTURE ISSUER, UNDER THE
INDENTURE THAT IS A U.S. PERSON MAY SUCCEED TO THE SPONSOR'S OWNERSHIP OF THE
COMMON SECURITIES.
(C)
CAPITAL SECURITIES MAY ONLY BE TRANSFERRED,
IN WHOLE OR IN PART,