SHALL INFORM THE
TRUSTEE IN WRITING OF A CHANGE IN CONTROL IN ACCORDANCE WITH SECTION 1.8
HEREIN.
THE ORIGINAL COMPANY WILL REQUIRE THE SUCCESSOR COMPANY TO PROVIDE THE
TRUSTEE WITH AN INTERIM PROCEDURE OR DEFAULT AS TO WHO WILL INSTRUCT THE TRUSTEE
AFTER THE CHANGE IN CONTROL BUT BEFORE THE SUCCESSOR COMPANY HAS NAMED A
SUCCESSOR COMMITTEE (IF A COMMITTEE IS NAMED AS THE SUCCESSOR COMPANY'S DELEGATE
AND IS THE ONE WHO INSTRUCTS THE TRUSTEE.)
THE SUCCESSOR COMPANY SHALL CONTINUE
TO HAVE ALL THE RIGHTS, DUTIES, RESPONSIBILITIES AND OBLIGATIONS AS THE ORIGINAL
COMPANY WITH REGARD TO THIS TRUST AGREEMENT.
4.2.
Additional Powers of the Trustee.
Subject to the provisions of
Section 4.1, the Trustee shall have the right, power and authority to take any
action and to enter into and carry out every agreement with respect to the Trust
Fund that may be necessary or advisable to discharge its responsibilities
hereunder, and without limiting the generality of the foregoing and in addition
to all other powers and authorities herein elsewhere specifically granted to the
Trustee, the Trustee shall have the following powers and authorities, except as
otherwise expressly provided herein, with respect to all property constituting a
part of the Trust Fund:
4.2.1.
SUBJECT TO SECTION 7 HEREOF, TO SELL, EXCHANGE OR TRANSFER ANY SUCH
PROPERTY AT PUBLIC OR PRIVATE SALE FOR CASH OR ON CREDIT AND GRANT OPTIONS FOR
THE PURCHASE OR EXCHANGE THEREOF, SOLELY AS DIRECTED BY THE COMMITTEE.
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4.2.2.
SUBJECT TO SECTION 7 HEREOF, TO PARTICIPATE IN ANY PLAN OF
REORGANIZATION, CONSOLIDATION, MERGER, COMBINATION, LIQUIDATION OR OTHER SIMILAR
PLAN RELATING TO ANY SUCH PROPERTY, AND TO CONSENT TO OR OPPOSE ANY SUCH PLAN OR
ANY ACTION THEREUNDER, OR ANY CONTRACT, LEASE, MORTGAGE, PURCHASE, SALE OR OTHER
ACTION BY ANY CORPORATION OR OTHER ENTITY ANY OF THE SECURITIES OF WHICH MAY AT
ANY TIME BE HELD IN THE TRUST FUND, AND TO DO ANY ACT WITH REFERENCE THERETO, TO
THE EXTENT THAT A HOLDER OF SUCH PROPERTY HAS ANY SUCH RIGHTS, SOLELY AS
DIRECTED BY THE COMMITTEE.
4.2.3.
PURSUANT TO THE DIRECTION OF THE COMMITTEE, TO DEPOSIT CASH OR ANY
OTHER ASSETS WITH ANY PROTECTIVE, REORGANIZATION OR SIMILAR COMMITTEE; TO
DELEGATE DISCRETIONARY POWER TO ANY SUCH COMMITTEE; AND TO PAY PART OF THE
EXPENSES AND COMPENSATION OF ANY SUCH COMMITTEE AND ANY ASSESSMENTS LEVIED WITH
RESPECT TO ANY PROPERTY SO DEPOSITED.
4.2.4.
PURSUANT TO THE DIRECTION OF THE COMMITTEE, TO EXERCISE ANY
CONVERSION PRIVILEGE OR SUBSCRIPTION RIGHT AVAILABLE IN CONNECTION WITH ANY SUCH
PROPERTY, AND TO DO ANY ACT WITH REFERENCE THERETO, INCLUDING THE EXERCISE OF
OPTIONS, THE MAKING OF AGREEMENTS OR SUBSCRIPTIONS AND THE PAYMENT OF EXPENSES,
ASSESSMENTS OR SUBSCRIPTIONS, WHICH MAY BE DEEMED NECESSARY OR ADVISABLE IN
CONNECTION THEREWITH, AND TO HOLD AND RETAIN ANY SECURITIES OR OTHER PROPERTY
WHICH IT MAY SO ACQUIRE.
4.2.5.
TO COMMENCE OR DEFEND SUITS OR LEGAL PROCEEDINGS AND TO REPRESENT
THE TRUST IN ALL SUITS OR LEGAL PROCEEDINGS; TO SETTLE, COMPROMISE OR SUBMIT TO
ARBITRATION ANY CLAIMS, DEBTS