AMOUNT OF THE CAPITAL SECURITIES; AND
(C)
TO NEGOTIATE THE TERMS OF AND/OR EXECUTE
AND DELIVER ON BEHALF OF THE TRUST, THE PLACEMENT AGREEMENT AND OTHER RELATED
AGREEMENTS PROVIDING FOR THE SALE OF THE CAPITAL SECURITIES.
ARTICLE IV
TRUSTEES AND ADMINISTRATORS
SECTION 4.1.
NUMBER OF TRUSTEES.
THE NUMBER OF TRUSTEES INITIALLY SHALL BE
TWO, AND:
(A)
AT ANY TIME BEFORE THE ISSUANCE OF ANY
SECURITIES, THE SPONSOR MAY, BY WRITTEN INSTRUMENT, INCREASE OR DECREASE THE
NUMBER OF TRUSTEES; AND
(B)
AFTER THE ISSUANCE OF ANY SECURITIES, THE
NUMBER OF TRUSTEES MAY BE INCREASED OR DECREASED BY VOTE OF THE HOLDER OF A
MAJORITY IN LIQUIDATION AMOUNT OF THE COMMON SECURITIES VOTING AS A CLASS AT A
MEETING OF THE HOLDER OF THE COMMON SECURITIES; PROVIDED, HOWEVER, THAT THERE
SHALL BE A DELAWARE TRUSTEE IF REQUIRED BY SECTION 4.2; AND THERE SHALL ALWAYS
BE ONE TRUSTEE WHO SHALL BE THE INSTITUTIONAL TRUSTEE, AND SUCH TRUSTEE MAY ALSO
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SERVE AS DELAWARE TRUSTEE IF IT MEETS THE APPLICABLE REQUIREMENTS, IN WHICH CASE
SECTION 2.11 SHALL HAVE NO APPLICATION TO SUCH ENTITY IN ITS CAPACITY AS
INSTITUTIONAL TRUSTEE.
SECTION 4.2.
DELAWARE TRUSTEE.
IF REQUIRED BY THE STATUTORY TRUST ACT, ONE
TRUSTEE (THE "DELAWARE TRUSTEE") SHALL BE:
(A)
A NATURAL PERSON WHO IS A RESIDENT OF THE
STATE OF DELAWARE AND A U.S. PERSON AT LEAST 21 YEARS OF AGE; OR
(B)
IF NOT A NATURAL PERSON, AN ENTITY WHICH IS
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR THE
DISTRICT OF COLUMBIA, HAS ITS PRINCIPAL PLACE OF BUSINESS IN THE STATE OF
DELAWARE, AND OTHERWISE MEETS THE REQUIREMENTS OF APPLICABLE LAW, INCLUDING
§3807 OF THE STATUTORY TRUST ACT.
The initial Delaware Trustee shall be Wilmington Trust Company.
SECTION 4.3.
INSTITUTIONAL TRUSTEE; ELIGIBILITY.
(A)
THERE SHALL AT ALL TIMES BE ONE TRUSTEE
THAT SHALL ACT AS INSTITUTIONAL TRUSTEE WHICH SHALL:
(I)
NOT BE AN AFFILIATE OF THE SPONSOR;
(II)
NOT OFFER OR PROVIDE CREDIT OR CREDIT
ENHANCEMENT TO THE TRUST; AND
(III)
BE A BANKING CORPORATION OR NATIONAL
ASSOCIATION ORGANIZED AND DOING BUSINESS UNDER THE LAWS OF THE UNITED STATES OF
AMERICA OR ANY STATE THEREOF OR OF THE DISTRICT OF COLUMBIA AND AUTHORIZED UNDER
SUCH LAWS TO EXERCISE CORPORATE TRUST POWERS, HAVING A COMBINED CAPITAL AND
SURPLUS OF AT LEAST FIFTY MILLION U.S. DOLLARS ($50,000,000), AND SUBJECT TO
SUPERVISION OR EXAMINATION BY FEDERAL, STATE OR DISTRICT OF COLUMBIA AUTHORITY.
IF SUCH CORPORATION OR NATIONAL ASSOCIATION PUBLISHES REPORTS OF CONDITION AT
LEAST ANNUALLY, PURSUANT TO LAW OR TO THE REQUIREMENTS OF THE SUPERVISING OR
EXAMINING AUTHORITY REFERRED TO ABOVE, THEN FOR THE PURPOSES OF THIS
SECTION 4.3(A)(III), THE COMBINED CAPITAL AND SURPLUS OF SUCH CORPORATION OR
NATIONAL ASSOCIATION SHALL BE DEEMED TO BE ITS COMBINED CAPITAL AND SURPLUS AS
SET FORTH IN ITS MOST RECENT REPORT OF CONDITION SO PUBLISHED.
(B)
IF AT ANY TIME THE INSTITUTIONAL TRUSTEE
SHALL CEASE TO BE ELIGIBLE TO SO ACT UNDER SECTION 4.3(A), THE INSTITUTIONAL
TRUSTEE SHALL IMMEDIATELY RESIGN IN THE MANNER