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
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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)