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);
13
(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.
IN PARTICULAR, NEITHER THE TRUSTEES NOR THE ADMINISTRATORS
MAY CAUSE THE TRUST TO (I) 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 CAUSE (OR IN THE CASE OF THE INSTITUTIONAL
TRUSTEE, TO THE ACTUAL KNOWLEDGE OF A RESPONSIBLE OFFICER WOULD CAUSE) THE TRUST
TO FAIL OR CEASE TO QUALIFY AS A GRANTOR TRUST FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES, (IV) INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR ISSUE ANY OTHER
DEBT OR (V) TAKE OR CONSENT TO ANY ACTION THAT WOULD RESULT IN THE PLACEMENT OF
A LIEN ON ANY OF THE TRUST