PROVIDED IN
SECTION 2.6(G) AND SECTION 2.8 WITH RESPECT TO THE DEBENTURES AND THE PROPERTY
ACCOUNT OR AS OTHERWISE PROVIDED IN THIS DECLARATION, LEGAL TITLE TO ALL ASSETS
OF THE TRUST SHALL BE VESTED IN THE TRUST.
THE HOLDERS SHALL NOT HAVE LEGAL
TITLE TO ANY PART OF THE ASSETS OF THE TRUST, BUT SHALL HAVE AN UNDIVIDED
BENEFICIAL INTEREST IN THE ASSETS OF THE TRUST.
SECTION 2.6.
POWERS AND DUTIES OF THE TRUSTEES AND THE ADMINISTRATORS.
(A)
THE TRUSTEES AND THE ADMINISTRATORS SHALL CONDUCT THE AFFAIRS OF
THE TRUST IN ACCORDANCE WITH THE TERMS OF THIS DECLARATION.
SUBJECT TO THE
LIMITATIONS SET FORTH IN PARAGRAPH (B) OF THIS SECTION, AND IN ACCORDANCE WITH
THE FOLLOWING PROVISIONS (I) AND (II), THE ADMINISTRATORS AND, AT THE DIRECTION
OF THE ADMINISTRATORS, THE TRUSTEES, SHALL HAVE THE AUTHORITY TO ENTER INTO ALL
TRANSACTIONS AND AGREEMENTS DETERMINED BY THE ADMINISTRATORS TO BE APPROPRIATE
IN EXERCISING THE AUTHORITY, EXPRESS OR IMPLIED, OTHERWISE GRANTED TO THE
TRUSTEES OR THE ADMINISTRATORS, AS THE CASE MAY BE, UNDER THIS DECLARATION, AND
TO PERFORM ALL ACTS IN FURTHERANCE THEREOF, INCLUDING WITHOUT LIMITATION, THE
FOLLOWING:
(I)
EACH ADMINISTRATOR 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 ISSUANCE AND SALE OF THE SECURITIES;
(B)
TO CAUSE THE TRUST TO ENTER INTO, AND TO
EXECUTE, DELIVER AND PERFORM ON BEHALF OF THE TRUST, SUCH AGREEMENTS AS MAY BE
NECESSARY OR DESIRABLE IN CONNECTION WITH THE PURPOSES AND FUNCTION OF THE
TRUST, INCLUDING AGREEMENTS WITH THE PAYING AGENT, A SUBSCRIPTION AGREEMENT FOR
DEBENTURES BETWEEN THE TRUST AND THE SPONSOR, A SUBSCRIPTION AGREEMENT FOR
CAPITAL SECURITIES BETWEEN THE TRUST AND THE PURCHASER AND A SUBSCRIPTION
AGREEMENT FOR COMMON SECURITIES BETWEEN THE TRUST AND THE SPONSOR;
(C)
ENSURING COMPLIANCE WITH THE SECURITIES ACT
AND APPLICABLE SECURITIES OR BLUE SKY LAWS OF STATES AND OTHER JURISDICTIONS;
(D)
IF AND AT SUCH TIME DETERMINED SOLELY BY THE
SPONSOR AT THE REQUEST OF THE HOLDERS, ASSISTING IN THE DESIGNATION OF 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;
11
(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
CAPITAL SECURITIES SUBSCRIPTION 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