TRUSTEES AND THE
ADMINISTRATORS, THE INSTITUTIONAL TRUSTEE SHALL HAVE THE POWER, DUTY AND
AUTHORITY, AND IS HEREBY AUTHORIZED, TO ACT ON BEHALF OF THE TRUST WITH RESPECT
TO THE FOLLOWING MATTERS:
(A)
THE ESTABLISHMENT OF THE PROPERTY ACCOUNT;
(B)
THE RECEIPT OF THE DEBENTURES;
(C)
THE COLLECTION OF INTEREST, PRINCIPAL AND ANY
OTHER PAYMENTS MADE IN RESPECT OF THE DEBENTURES IN THE PROPERTY ACCOUNT;
(D)
THE DISTRIBUTION THROUGH THE PAYING AGENT OF
AMOUNTS OWED TO THE HOLDERS IN RESPECT OF THE SECURITIES;
(E)
THE EXERCISE OF ALL OF THE RIGHTS, POWERS
AND PRIVILEGES OF A HOLDER OF THE DEBENTURES;
(F)
THE SENDING OF NOTICES OF DEFAULT AND OTHER
INFORMATION REGARDING THE SECURITIES AND THE DEBENTURES TO THE HOLDERS IN
ACCORDANCE WITH THIS DECLARATION;
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(G)
THE DISTRIBUTION OF THE TRUST PROPERTY IN
ACCORDANCE WITH THE TERMS OF THIS DECLARATION;
(H)
TO THE EXTENT PROVIDED IN THIS DECLARATION,
THE WINDING UP OF THE AFFAIRS OF AND LIQUIDATION OF THE TRUST AND THE
PREPARATION, EXECUTION AND FILING OF THE CERTIFICATE OF CANCELLATION WITH THE
SECRETARY OF STATE OF THE STATE OF DELAWARE;
(I)
AFTER ANY EVENT OF DEFAULT (OF WHICH THE
INSTITUTIONAL TRUSTEE HAS KNOWLEDGE (AS PROVIDED IN SECTION 2.10(M) HEREOF))
(PROVIDED, THAT SUCH EVENT OF DEFAULT IS NOT BY OR WITH RESPECT TO THE
INSTITUTIONAL TRUSTEE), THE TAKING OF ANY ACTION THAT THE INSTITUTIONAL TRUSTEE
MAY FROM TIME TO TIME DETERMINE IS NECESSARY, ADVISABLE OR INCIDENTAL FOR THE
FOREGOING TO GIVE EFFECT TO THE TERMS OF THIS DECLARATION AND PROTECT AND
CONSERVE THE TRUST PROPERTY FOR THE BENEFIT OF THE HOLDERS (WITHOUT
CONSIDERATION OF THE EFFECT OF ANY SUCH ACTION ON ANY PARTICULAR HOLDER);
(J)
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 THE STATE OF DELAWARE 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; AND
(K)
TO UNDERTAKE ANY ACTIONS SET FORTH IN § 317(A)
OF THE TRUST INDENTURE ACT.
(III)
THE INSTITUTIONAL TRUSTEE SHALL HAVE THE
POWER AND AUTHORITY, AND IS HEREBY AUTHORIZED, TO ACT ON BEHALF OF THE TRUST
WITH RESPECT TO ANY OF THE DUTIES, LIABILITIES, POWERS OR THE AUTHORITY OF THE
ADMINISTRATORS SET FORTH IN SECTION 2.6(A)(I)(E) AND (F) HEREIN BUT SHALL NOT
HAVE A DUTY TO DO ANY SUCH ACT UNLESS SPECIFICALLY REQUESTED TO DO SO IN WRITING
BY THE SPONSOR, AND SHALL THEN BE FULLY PROTECTED IN ACTING PURSUANT TO SUCH
WRITTEN REQUEST; AND IN THE EVENT OF A CONFLICT BETWEEN THE ACTION OF THE
ADMINISTRATORS AND THE ACTION OF THE INSTITUTIONAL TRUSTEE, THE ACTION OF THE
INSTITUTIONAL TRUSTEE SHALL PREVAIL.
(B)
SO LONG AS THIS DECLARATION REMAINS IN
EFFECT, THE TRUST (OR THE TRUSTEES OR ADMINISTRATORS ACTING ON BEHALF OF THE
TRUST) SHALL NOT UNDERTAKE ANY BUSINESS, ACTIVITIES OR TRANSACTION EXCEPT AS
EXPRESSLY PROVIDED HEREIN OR CONTEMPLATED HEREBY.