and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or
Persons solely in their capacity as trustees hereunder.
"U.S. Person" means a United States Person as defined in Section 7701(a)(30) of
the Code.
ARTICLE II
ORGANIZATION
SECTION 2.1.
NAME.
THE TRUST IS NAMED "FPBN TRUST I," AS SUCH NAME MAY BE
MODIFIED FROM TIME TO TIME BY THE ADMINISTRATORS FOLLOWING WRITTEN NOTICE TO THE
INSTITUTIONAL TRUSTEE AND THE HOLDERS OF THE SECURITIES.
THE TRUST'S ACTIVITIES
MAY BE CONDUCTED UNDER THE NAME OF THE TRUST OR ANY OTHER NAME DEEMED ADVISABLE
BY THE ADMINISTRATORS.
SECTION 2.2.
OFFICE.
THE ADDRESS OF THE PRINCIPAL OFFICE OF THE TRUST, WHICH
SHALL BE IN A STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA, IS 4275
EXECUTIVE SQUARE, SUITE 650, LA JOLLA, CALIFORNIA 92037.
ON TEN BUSINESS DAYS'
WRITTEN NOTICE TO THE INSTITUTIONAL TRUSTEE AND THE HOLDERS OF THE SECURITIES,
THE ADMINISTRATORS MAY DESIGNATE ANOTHER PRINCIPAL OFFICE, WHICH SHALL BE IN A
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
SECTION 2.3.
PURPOSE.
THE EXCLUSIVE PURPOSES AND FUNCTIONS OF THE TRUST ARE
(A) TO ISSUE AND SELL THE SECURITIES REPRESENTING UNDIVIDED BENEFICIAL INTERESTS
IN THE ASSETS OF THE TRUST, (B) TO INVEST THE GROSS PROCEEDS FROM SUCH SALE IN
THE DEBENTURES AND (C) EXCEPT AS OTHERWISE LIMITED HEREIN, TO ENGAGE IN ONLY
THOSE OTHER ACTIVITIES DEEMED NECESSARY, ADVISABLE OR INCIDENTAL THERETO BY THE
INSTITUTIONAL TRUSTEE, INCLUDING, WITHOUT LIMITATION, THOSE ACTIVITIES SPECIFIED
IN THIS DECLARATION.
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.
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 ON BEHALF OF THE
TRUST AND IN ACCORDANCE WITH SUCH TRUSTEE'S 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
10
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
2.6(G) AND SECTION 2.8 WITH RESPECT TO THE