THE
CAPITAL SECURITIES FOR TRADING IN THE PRIVATE OFFERING, RESALES AND TRADING
THROUGH THE AUTOMATIC LINKAGES ("PORTAL") SYSTEM IF AVAILABLE;
(E)
THE SENDING OF NOTICES (OTHER THAN NOTICES
OF DEFAULT) AND OTHER INFORMATION REGARDING THE SECURITIES AND THE DEBENTURES TO
THE HOLDERS IN ACCORDANCE WITH THIS DECLARATION, INCLUDING NOTICE OF ANY NOTICE
RECEIVED FROM THE DEBENTURE ISSUER OF ITS ELECTION TO DEFER PAYMENTS OF INTEREST
ON THE DEBENTURES BY EXTENDING THE INTEREST PAYMENT PERIOD UNDER THE INDENTURE;
(F)
THE APPOINTMENT OF A PAYING AGENT, TRANSFER
AGENT AND REGISTRAR IN ACCORDANCE WITH THIS DECLARATION;
(G)
EXECUTION AND DELIVERY OF THE SECURITIES IN
ACCORDANCE WITH THIS DECLARATION;
(H)
EXECUTION AND DELIVERY OF CLOSING CERTIFICATES
PURSUANT TO THE PLACEMENT AGREEMENT AND THE APPLICATION FOR A TAXPAYER
IDENTIFICATION NUMBER;
(I)
UNLESS OTHERWISE DETERMINED BY THE
HOLDERS OF A MAJORITY IN LIQUIDATION AMOUNT OF THE SECURITIES OR AS OTHERWISE
REQUIRED BY THE STATUTORY TRUST ACT, TO EXECUTE ON BEHALF OF THE TRUST (EITHER
ACTING ALONE OR TOGETHER WITH ANY OR ALL OF THE ADMINISTRATORS) ANY DOCUMENTS
THAT THE ADMINISTRATORS HAVE THE POWER TO EXECUTE PURSUANT TO THIS DECLARATION;
(J)
THE TAKING OF ANY ACTION AS THE SPONSOR OR
AN ADMINISTRATOR MAY FROM TIME TO TIME DETERMINE IS NECESSARY, ADVISABLE OR
INCIDENTAL TO THE FOREGOING TO GIVE EFFECT TO THE TERMS OF THIS DECLARATION FOR
THE BENEFIT OF THE HOLDERS (WITHOUT CONSIDERATION OF THE EFFECT OF ANY SUCH
ACTION ON ANY PARTICULAR HOLDER);
(K)
TO ESTABLISH A RECORD DATE WITH RESPECT TO ALL
ACTIONS TO BE TAKEN HEREUNDER THAT REQUIRE A RECORD DATE BE ESTABLISHED,
INCLUDING DISTRIBUTIONS, VOTING RIGHTS, REDEMPTIONS AND EXCHANGES, AND TO ISSUE
RELEVANT NOTICES TO THE HOLDERS OF CAPITAL SECURITIES AND HOLDERS OF COMMON
SECURITIES AS TO SUCH ACTIONS AND APPLICABLE RECORD DATES;
11
(L)
TO DULY PREPARE AND FILE ON BEHALF OF THE
TRUST ALL APPLICABLE TAX RETURNS AND TAX INFORMATION REPORTS THAT ARE REQUIRED
TO BE FILED WITH RESPECT TO THE TRUST;
(M)
TO NEGOTIATE THE TERMS OF, AND THE EXECUTION AND
DELIVERY OF, THE PLACEMENT AGREEMENT PROVIDING FOR THE SALE OF THE CAPITAL
SECURITIES;
(N)
TO EMPLOY OR OTHERWISE ENGAGE EMPLOYEES,
AGENTS (WHO MAY BE DESIGNATED AS OFFICERS WITH TITLES), MANAGERS, CONTRACTORS,
ADVISORS, ATTORNEYS AND CONSULTANTS AND PAY REASONABLE COMPENSATION FOR SUCH
SERVICES;
(O)
TO INCUR EXPENSES THAT ARE NECESSARY,
ADVISABLE OR INCIDENTAL TO CARRY OUT ANY OF THE PURPOSES OF THE TRUST;
(P)
TO GIVE THE CERTIFICATE REQUIRED BY
§ 314(A)(4) OF THE TRUST INDENTURE ACT TO THE INSTITUTIONAL TRUSTEE, WHICH
CERTIFICATE MAY BE EXECUTED BY AN ADMINISTRATOR; AND
(Q)
TO TAKE ALL ACTION THAT MAY BE NECESSARY OR
APPROPRIATE FOR THE PRESERVATION AND THE CONTINUATION OF THE TRUST'S VALID
EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES AS A STATUTORY TRUST UNDER THE LAWS
OF EACH JURISDICTION (OTHER THAN THE STATE OF DELAWARE) IN WHICH SUCH EXISTENCE
IS NECESSARY TO PROTECT THE LIMITED LIABILITY OF THE HOLDERS OF THE CAPITAL
SECURITIES OR TO ENABLE THE TRUST TO EFFECT THE PURPOSES FOR WHICH THE TRUST WAS
CREATED.
(II)
AS AMONG THE