OF DEFAULT AND OTHER INFORMATION REGARDING
THE SECURITIES AND THE DEBENTURES TO THE HOLDERS IN ACCORDANCE WITH THIS
DECLARATION;
(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 CONNECTICUT;
(I)
AFTER ANY EVENT OF DEFAULT (PROVIDED THAT SUCH EVENT OF DEFAULT
IS NOT BY OR WITH RESPECT TO THE INSTITUTIONAL TRUSTEE) THE TAKING OF ANY ACTION
INCIDENTAL TO THE FOREGOING AS THE INSTITUTIONAL TRUSTEE MAY FROM TIME TO TIME
DETERMINE IS NECESSARY OR ADVISABLE 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); AND
(J)
TO TAKE ALL ACTION THAT MAY BE NECESSARY 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 CONNECTICUT AND
OF EACH OTHER JURISDICTION 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.
(III)
THE INSTITUTIONAL TRUSTEE SHALL HAVE THE POWER AND AUTHORITY 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)(D),
(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
INSTITUTIONAL TRUSTEE OR ADMINISTRATORS ACTING ON BEHALF OF THE TRUST) SHALL NOT
UNDERTAKE ANY BUSINESS, ACTIVITIES OR TRANSACTION EXCEPT AS EXPRESSLY PROVIDED
HEREIN OR CONTEMPLATED HEREBY.
IN PARTICULAR, NEITHER THE INSTITUTIONAL TRUSTEE
NOR THE ADMINISTRATORS MAY CAUSE THE TRUST TO (I)
11
ACQUIRE ANY INVESTMENTS OR ENGAGE IN ANY ACTIVITIES NOT AUTHORIZED BY THIS
DECLARATION, (II) SELL, ASSIGN, TRANSFER, EXCHANGE, MORTGAGE, PLEDGE, SET-OFF OR
OTHERWISE DISPOSE OF ANY OF THE TRUST PROPERTY OR INTERESTS THEREIN, INCLUDING
TO HOLDERS, EXCEPT AS EXPRESSLY PROVIDED HEREIN, (III) TAKE ANY ACTION THAT
WOULD REASONABLY BE EXPECTED (X) TO CAUSE THE TRUST TO FAIL OR CEASE TO QUALIFY
AS A "GRANTOR TRUST" FOR UNITED STATES FEDERAL INCOME TAX PURPOSES OR (Y) TO
REQUIRE THE TRUST TO REGISTER AS AN INVESTMENT COMPANY UNDER THE INVESTMENT
COMPANY ACT, (IV) INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR ISSUE ANY OTHER
DEBT OR (V) TAKE OR CONSENT TO ANY ACTION THAT