JUDICIAL
DISSOLUTION OF ANY HOLDER OF THE COMMON SECURITIES, THE SPONSOR, THE TRUST OR
THE DEBENTURE ISSUER;
34
(VI)
WHEN ALL OF THE SECURITIES ARE THEN SUBJECT TO
REDEMPTION AND THE AMOUNTS NECESSARY FOR REDEMPTION THEREOF SHALL HAVE BEEN PAID
TO THE HOLDERS IN ACCORDANCE WITH THE TERMS OF THE SECURITIES; OR
(VII)
BEFORE THE ISSUANCE OF ANY SECURITIES, WITH THE
CONSENT OF ALL OF THE TRUSTEES AND THE SPONSOR.
(B)
AS SOON AS IS PRACTICABLE AFTER THE
OCCURRENCE OF AN EVENT REFERRED TO IN SECTION 7.1(A), AND AFTER SATISFACTION OF
LIABILITIES TO CREDITORS OF THE TRUST AS REQUIRED BY APPLICABLE LAW, INCLUDING
§3808 OF THE STATUTORY TRUST ACT, AND SUBJECT TO THE TERMS SET FORTH IN ANNEX I,
THE INSTITUTIONAL TRUSTEE SHALL TERMINATE THE TRUST BY FILING A CERTIFICATE OF
CANCELLATION WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE.
(C)
THE PROVISIONS OF SECTION 2.9 AND
ARTICLE IX SHALL SURVIVE THE TERMINATION OF THE TRUST.
ARTICLE VIII
TRANSFER OF INTERESTS
SECTION 8.1.
GENERAL.
(A)
WHERE A HOLDER OF CAPITAL SECURITIES
DELIVERS TO THE REGISTRAR IN ACCORDANCE WITH THIS DECLARATION A REQUEST TO
REGISTER A TRANSFER OF SUCH HOLDER'S CAPITAL SECURITIES OR TO EXCHANGE THEM FOR
AN EQUAL AGGREGATE LIQUIDATION AMOUNT OF CAPITAL SECURITIES REPRESENTED BY
DIFFERENT CERTIFICATES, THE REGISTRAR SHALL REGISTER THE TRANSFER OR MAKE THE
EXCHANGE WHEN THE REQUIREMENTS SPECIFIED IN THIS ARTICLE VIII FOR SUCH TRANSFER
OR EXCHANGE ARE MET.
TO FACILITATE REGISTRATIONS OF TRANSFERS AND EXCHANGES,
THE TRUST SHALL EXECUTE AND THE INSTITUTIONAL TRUSTEE SHALL AUTHENTICATE CAPITAL
SECURITY CERTIFICATES AT THE REGISTRAR'S REQUEST.
(B)
UPON ISSUANCE OF THE COMMON SECURITIES, THE
SPONSOR SHALL ACQUIRE AND RETAIN BENEFICIAL AND RECORD OWNERSHIP OF THE COMMON
SECURITIES AND, FOR SO LONG AS THE SECURITIES REMAIN OUTSTANDING, THE SPONSOR
SHALL MAINTAIN 100% OWNERSHIP OF THE COMMON SECURITIES; PROVIDED, HOWEVER, THAT
ANY PERMITTED SUCCESSOR OF THE DEBENTURE ISSUER UNDER THE INDENTURE MAY SUCCEED
TO THE SPONSOR'S OWNERSHIP OF THE COMMON SECURITIES.
(C)
CAPITAL SECURITIES MAY ONLY BE TRANSFERRED,
IN WHOLE OR IN PART, IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN
THIS DECLARATION AND IN THE TERMS OF THE CAPITAL SECURITIES.
TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY TRANSFER OR PURPORTED TRANSFER OF ANY
SECURITY NOT MADE IN ACCORDANCE WITH THIS DECLARATION SHALL BE NULL AND VOID AND
WILL BE DEEMED TO BE OF NO LEGAL EFFECT WHATSOEVER AND ANY SUCH PURPORTED
TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH CAPITAL SECURITIES FOR
ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON SUCH
CAPITAL SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN SUCH CAPITAL SECURITIES.
(D)
THE REGISTRAR SHALL PROVIDE IN THE
SECURITIES REGISTER FOR THE REGISTRATION OF SECURITIES AND OF TRANSFERS OF
SECURITIES, WHICH WILL BE EFFECTED WITHOUT CHARGE BUT ONLY UPON PAYMENT (WITH
SUCH INDEMNITY AS THE REGISTRAR MAY REASONABLY REQUIRE) IN RESPECT OF ANY TAX OR
OTHER GOVERNMENTAL CHARGES THAT MAY BE IMPOSED IN RELATION TO IT.
UPON ITS
RECEIPT