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
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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.
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
PROPERTY.
THE INSTITUTIONAL TRUSTEE SHALL, AT THE SOLE COST AND EXPENSE OF THE
TRUST SUBJECT