(C) TO FACILITATE DIRECT INVESTMENT IN THE
ASSETS OF THE TRUST THROUGH ISSUANCE OF THE COMMON SECURITIES AND THE CAPITAL
SECURITIES AND (D) EXCEPT AS OTHERWISE LIMITED HEREIN, TO ENGAGE IN ONLY THOSE
OTHER ACTIVITIES NECESSARY OR INCIDENTAL THERETO.
THE TRUST SHALL NOT BORROW
MONEY, ISSUE DEBT OR REINVEST PROCEEDS DERIVED FROM INVESTMENTS, PLEDGE ANY OF
ITS ASSETS, OR OTHERWISE UNDERTAKE (OR PERMIT TO BE UNDERTAKEN) ANY ACTIVITY
THAT WOULD CAUSE THE TRUST NOT TO BE CLASSIFIED FOR UNITED STATES FEDERAL INCOME
TAX PURPOSES AS A GRANTOR TRUST.
8
SECTION 2.4.
AUTHORITY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
DECLARATION, THE INSTITUTIONAL TRUSTEE SHALL HAVE EXCLUSIVE AND COMPLETE
AUTHORITY TO CARRY OUT THE PURPOSES OF THE TRUST.
AN ACTION TAKEN BY A TRUSTEE
IN ACCORDANCE WITH ITS POWERS SHALL CONSTITUTE THE ACT OF AND SERVE TO BIND THE
TRUST.
IN DEALING WITH THE TRUSTEES ACTING ON BEHALF OF THE TRUST, NO PERSON
SHALL BE REQUIRED TO INQUIRE INTO THE AUTHORITY OF THE TRUSTEES TO BIND THE
TRUST.
PERSONS DEALING WITH THE TRUST ARE ENTITLED TO RELY CONCLUSIVELY ON THE
POWER AND AUTHORITY OF THE TRUSTEES AS SET FORTH IN THIS DECLARATION.
THE
ADMINISTRATORS SHALL HAVE ONLY THOSE MINISTERIAL DUTIES SET FORTH HEREIN WITH
RESPECT TO ACCOMPLISHING THE PURPOSES OF THE TRUST AND ARE NOT INTENDED TO BE
TRUSTEES OR FIDUCIARIES WITH RESPECT TO THE TRUST OR THE HOLDERS.
THE
INSTITUTIONAL TRUSTEE SHALL HAVE THE RIGHT, BUT SHALL NOT BE OBLIGATED EXCEPT AS
PROVIDED IN SECTION 2.6, TO PERFORM THOSE DUTIES ASSIGNED TO THE ADMINISTRATORS.
SECTION 2.5.
TITLE TO PROPERTY OF THE TRUST. EXCEPT AS PROVIDED IN
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 TRUSTEES AND THE ADMINISTRATORS SHALL
HAVE THE AUTHORITY TO ENTER INTO ALL TRANSACTIONS AND AGREEMENTS DETERMINED BY
THE INSTITUTIONAL TRUSTEE 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 and authority 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 and deliver on behalf of
the Trust, such agreements as may be necessary or desirable in connection with