ALL THE RIGHTS,
POWERS AND DUTIES TO THE EXTENT SET FORTH HEREIN.
THE TRUSTEES HEREBY
ACKNOWLEDGE THAT THEY ARE TRUSTEES OF THE TRUST.
(B)
SO LONG AS THIS TRUST AGREEMENT REMAINS IN
EFFECT, THE TRUST (OR THE TRUSTEES ACTING ON BEHALF OF THE TRUST) SHALL NOT
UNDERTAKE ANY BUSINESS, ACTIVITIES OR TRANSACTION EXCEPT AS EXPRESSLY PROVIDED
HEREIN OR CONTEMPLATED HEREBY. IN PARTICULAR, THE TRUST (OR THE TRUSTEES ACTING
ON BEHALF OF THE TRUST) SHALL NOT (I) ACQUIRE ANY INVESTMENTS OR ENGAGE IN ANY
ACTIVITIES NOT AUTHORIZED BY THIS TRUST AGREEMENT, (II) SELL, ASSIGN, TRANSFER,
EXCHANGE, MORTGAGE, PLEDGE, SET-OFF OR OTHERWISE DISPOSE OF ANY OF THE TRUST
PROPERTY OR INTERESTS THEREIN, INCLUDING TO HOLDERS, EXCEPT AS EXPRESSLY
PROVIDED HEREIN, (III) INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR ISSUE ANY
OTHER DEBT, (IV) TAKE OR CONSENT TO ANY ACTION THAT WOULD RESULT IN THE
PLACEMENT OF A LIEN ON ANY OF THE TRUST PROPERTY, (V) TAKE OR CONSENT TO ANY
ACTION THAT WOULD REASONABLY BE EXPECTED TO CAUSE THE TRUST TO BECOME TAXABLE AS
A CORPORATION OR CLASSIFIED AS OTHER THAN A GRANTOR TRUST FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES, (VI) TAKE OR CONSENT TO ANY ACTION THAT WOULD CAUSE
THE NOTES TO BE TREATED AS OTHER THAN INDEBTEDNESS OF THE DEPOSITOR FOR UNITED
STATES FEDERAL INCOME TAX PURPOSES OR (VII) TAKE OR CONSENT TO ANY ACTION THAT
WOULD CAUSE THE TRUST TO BE DEEMED TO BE AN "INVESTMENT COMPANY" REQUIRED TO BE
REGISTERED UNDER THE INVESTMENT COMPANY ACT.
SECTION 2.5.
AUTHORIZATION TO ENTER INTO CERTAIN
TRANSACTIONS.
(A)
THE TRUSTEES SHALL CONDUCT THE AFFAIRS OF
THE TRUST IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THIS TRUST AGREEMENT.
IN ACCORDANCE WITH THE FOLLOWING PROVISIONS (I) AND (II), THE TRUSTEES SHALL
HAVE THE AUTHORITY TO ENTER INTO ALL TRANSACTIONS AND AGREEMENTS DETERMINED BY
THE TRUSTEES TO BE APPROPRIATE IN EXERCISING THE AUTHORITY, EXPRESS OR IMPLIED,
OTHERWISE GRANTED TO THE TRUSTEES, UNDER THIS TRUST AGREEMENT, AND TO PERFORM
ALL ACTS IN FURTHERANCE THEREOF, INCLUDING THE FOLLOWING:
(I)
AS AMONG THE TRUSTEES, EACH
ADMINISTRATIVE TRUSTEE SHALL SEVERALLY 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 TRUST SECURITIES;
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(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, WITHOUT LIMITATION, A COMMON SECURITIES SUBSCRIPTION AGREEMENT
AND A JUNIOR SUBORDINATED NOTE SUBSCRIPTION AGREEMENT;
(C)
ASSISTING IN THE SALE OF THE PREFERRED
SECURITIES IN ONE OR MORE TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY
LAWS;
(D)
ASSISTING IN THE SENDING OF NOTICES (OTHER
THAN NOTICES OF DEFAULT) AND OTHER INFORMATION REGARDING THE TRUST SECURITIES
AND THE NOTES TO THE HOLDERS IN ACCORDANCE WITH THIS TRUST AGREEMENT;
(E)
THE APPOINTMENT OF A PAYING AGENT AND
SECURITIES REGISTRAR IN ACCORDANCE