LIQUIDATION AMOUNT OF THE CAPITAL
SECURITIES OF SUCH HOLDER (A "DIRECT ACTION") ON OR AFTER THE RESPECTIVE DUE
DATE SPECIFIED IN THE DEBENTURES.
IN CONNECTION WITH SUCH DIRECT ACTION, THE
RIGHTS OF THE HOLDERS OF THE COMMON SECURITIES WILL BE SUBROGATED TO THE RIGHTS
OF SUCH HOLDER OF THE CAPITAL SECURITIES TO THE EXTENT OF ANY PAYMENT MADE BY
THE DEBENTURE ISSUER TO SUCH HOLDER OF THE CAPITAL SECURITIES IN SUCH DIRECT
ACTION; PROVIDED, HOWEVER, THAT NO HOLDER OF THE COMMON SECURITIES MAY EXERCISE
SUCH RIGHT OF SUBROGATION SO LONG AS AN EVENT OF DEFAULT WITH RESPECT TO THE
CAPITAL SECURITIES HAS OCCURRED AND IS CONTINUING.
(E)
THE INSTITUTIONAL TRUSTEE SHALL CONTINUE TO SERVE AS A TRUSTEE
UNTIL EITHER:
(I)
THE TRUST HAS BEEN COMPLETELY LIQUIDATED AND THE PROCEEDS OF THE
LIQUIDATION DISTRIBUTED TO THE HOLDERS OF THE SECURITIES PURSUANT TO THE TERMS
OF THE SECURITIES AND THIS DECLARATION; OR
(II)
A SUCCESSOR INSTITUTIONAL TRUSTEE HAS BEEN APPOINTED AND HAS
ACCEPTED THAT APPOINTMENT IN ACCORDANCE WITH SECTION 4.3.
(F)
THE INSTITUTIONAL TRUSTEE SHALL HAVE THE LEGAL POWER TO EXERCISE
ALL OF THE RIGHTS, POWERS AND PRIVILEGES OF A HOLDER OF THE DEBENTURES UNDER THE
INDENTURE AND, IF AN EVENT OF DEFAULT OCCURS AND IS CONTINUING, THE
INSTITUTIONAL TRUSTEE MAY, FOR THE BENEFIT OF HOLDERS OF THE SECURITIES, ENFORCE
ITS RIGHTS AS HOLDER OF THE DEBENTURES SUBJECT TO THE RIGHTS OF THE HOLDERS
PURSUANT TO THIS DECLARATION (INCLUDING ANNEX I) AND THE TERMS OF THE
SECURITIES.
The Institutional Trustee must exercise the powers set forth in this Section 2.8
in a manner that is consistent with the purposes and functions of the Trust set
out in Section 2.3, and the Institutional Trustee shall not take any action that
is inconsistent with the purposes and functions of the Trust set out in Section
2.3.
Section 2.9
Certain Duties and Responsibilities of the Institutional
Trustee and Administrators.
(A)
THE INSTITUTIONAL TRUSTEE, BEFORE THE OCCURRENCE OF ANY EVENT OF
DEFAULT AND AFTER THE CURING OR WAIVING OF ALL SUCH EVENTS OF DEFAULT THAT MAY
HAVE OCCURRED, SHALL UNDERTAKE TO PERFORM ONLY SUCH DUTIES AS ARE SPECIFICALLY
SET FORTH IN THIS DECLARATION AND NO IMPLIED COVENANTS SHALL BE READ INTO THIS
DECLARATION AGAINST THE INSTITUTIONAL TRUSTEE.
IN CASE AN EVENT OF DEFAULT HAS
OCCURRED (THAT HAS NOT BEEN CURED OR WAIVED PURSUANT TO SECTION 6.9), THE
INSTITUTIONAL TRUSTEE SHALL EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED IN IT
BY THIS DECLARATION, AND USE THE SAME DEGREE OF CARE AND SKILL IN THEIR
EXERCISE, AS A PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN
THE CONDUCT OF HIS OR HER OWN AFFAIRS.
(B)
THE DUTIES AND RESPONSIBILITIES OF THE INSTITUTIONAL TRUSTEE AND
THE ADMINISTRATORS SHALL BE AS PROVIDED BY THIS DECLARATION.
NOTWITHSTANDING
THE FOREGOING, NO PROVISION OF THIS DECLARATION SHALL REQUIRE THE INSTITUTIONAL
TRUSTEE OR ADMINISTRATORS TO EXPEND OR RISK THEIR OWN FUNDS OR OTHERWISE INCUR
ANY FINANCIAL LIABILITY IN THE PERFORMANCE OF ANY OF THEIR DUTIES HEREUNDER, OR
IN THE EXERCISE OF