LEGAL ENTITY THAT SHALL ACT THROUGH ONE OR MORE PERSONS AUTHORIZED
TO BIND THAT ENTITY.
EACH OF THE INDIVIDUALS IDENTIFIED AS AN "ADMINISTRATIVE
TRUSTEE" IN THE PREAMBLE OF THIS TRUST AGREEMENT HEREBY ACCEPTS HIS OR HER
APPOINTMENT AS SUCH.
(B)
EXCEPT WHERE A REQUIREMENT FOR ACTION BY A
SPECIFIC NUMBER OF ADMINISTRATIVE TRUSTEES IS EXPRESSLY SET FORTH IN THIS TRUST
AGREEMENT, ANY ACT REQUIRED OR PERMITTED TO BE TAKEN BY, AND ANY POWER OF THE
ADMINISTRATIVE TRUSTEES MAY BE EXERCISED BY, OR WITH THE CONSENT OF, ANY ONE
SUCH ADMINISTRATIVE TRUSTEE.
WHENEVER A VACANCY IN THE NUMBER OF ADMINISTRATIVE
TRUSTEES SHALL OCCUR, UNTIL SUCH VACANCY IS FILLED BY THE APPOINTMENT OF AN
ADMINISTRATIVE TRUSTEE
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in accordance with Section 8.11, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Trust Agreement), shall have all the powers granted to the Administrative
Trustees and shall discharge all the duties imposed upon the Administrative
Trustees by this Trust Agreement.
SECTION 8.5.
DUTIES AND RESPONSIBILITIES OF THE TRUSTEES.
(A)
THE RIGHTS, IMMUNITIES, DUTIES AND
RESPONSIBILITIES OF THE TRUSTEES SHALL BE AS PROVIDED BY THIS TRUST AGREEMENT
AND THERE SHALL BE NO OTHER DUTIES (INCLUDING FIDUCIARY DUTIES) OR OBLIGATIONS,
EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, OF THE TRUSTEES; PROVIDED, HOWEVER,
THAT IF AN EVENT OF DEFAULT KNOWN TO THE PROPERTY TRUSTEE HAS OCCURRED AND IS
CONTINUING, THE PROPERTY TRUSTEE SHALL, PRIOR TO THE RECEIPT OF DIRECTIONS, IF
ANY, FROM THE HOLDERS OF AT LEAST A MAJORITY IN LIQUIDATION AMOUNT OF THE
PREFERRED SECURITIES, EXERCISE SUCH OF THE RIGHTS AND POWERS VESTED IN IT BY THE
INDENTURE, AND USE THE SAME DEGREE OF CARE AND SKILL IN ITS EXERCISE, AS A
PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES IN THE CONDUCT OF
SUCH PERSON'S OWN AFFAIRS.
NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS
TRUST AGREEMENT SHALL REQUIRE ANY OF THE TRUSTEES TO EXPEND OR RISK ITS OWN
FUNDS OR OTHERWISE INCUR ANY FINANCIAL LIABILITY IN THE PERFORMANCE OF ANY OF
ITS DUTIES HEREUNDER, OR IN THE EXERCISE OF ANY OF ITS OR THEIR RIGHTS OR
POWERS, IF IT OR THEY SHALL HAVE REASONABLE GROUNDS FOR BELIEVING THAT REPAYMENT
OF SUCH FUNDS OR ADEQUATE INDEMNITY AGAINST SUCH RISK OR LIABILITY IS NOT
REASONABLY ASSURED TO IT. WHETHER OR NOT HEREIN EXPRESSLY SO PROVIDED, EVERY
PROVISION OF THIS TRUST AGREEMENT RELATING TO THE CONDUCT OR AFFECTING THE
LIABILITY OF OR AFFORDING PROTECTION TO THE TRUSTEES SHALL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 8.5. TO THE EXTENT THAT, AT LAW OR IN EQUITY, A
TRUSTEE HAS DUTIES AND LIABILITIES RELATING TO THE TRUST OR TO THE HOLDERS, SUCH
TRUSTEE SHALL NOT BE LIABLE TO THE TRUST OR TO ANY HOLDER FOR SUCH TRUSTEE'S
GOOD FAITH RELIANCE ON THE PROVISIONS OF THIS TRUST AGREEMENT. THE PROVISIONS OF
THIS TRUST AGREEMENT, TO THE EXTENT THAT THEY RESTRICT THE DUTIES AND
LIABILITIES OF THE TRUSTEES OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREED
BY THE DEPOSITOR AND