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 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
ADMINISTRATORS AND, AT THE DIRECTION OF THE ADMINISTRATORS, THE TRUSTEES, SHALL
HAVE THE AUTHORITY TO ENTER INTO ALL TRANSACTIONS AND AGREEMENTS DETERMINED BY
THE ADMINISTRATORS 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,
DUTY AND AUTHORITY, AND IS HEREBY AUTHORIZED, 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, DELIVER AND PERFORM ON BEHALF OF THE TRUST, SUCH AGREEMENTS AS MAY BE
NECESSARY OR DESIRABLE IN CONNECTION WITH THE PURPOSES AND FUNCTION OF THE
TRUST, INCLUDING AGREEMENTS WITH THE PAYING AGENT, A SUBSCRIPTION AGREEMENT FOR
DEBENTURES BETWEEN THE TRUST AND THE SPONSOR, A SUBSCRIPTION AGREEMENT FOR
CAPITAL SECURITIES BETWEEN THE TRUST AND THE PURCHASER OF THE CAPITAL
10
SECURITIES AND A SUBSCRIPTION AGREEMENT FOR COMMON SECURITIES BETWEEN THE TRUST
AND THE SPONSOR;
(C)
ENSURING COMPLIANCE WITH THE SECURITIES ACT
AND APPLICABLE SECURITIES OR BLUE SKY LAWS OF STATES AND OTHER JURISDICTIONS;
(D)
IF AND AT SUCH TIME DETERMINED SOLELY BY THE
SPONSOR AT THE REQUEST OF THE HOLDERS, ASSISTING IN THE DESIGNATION OF