Common use of Declaration of Trust Clause in Contracts

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the SecurityholdersSecurity Holders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative other Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and Securities, (ii) to use the proceeds from such sale to acquire the Subordinated Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (ciii) to engage in only those other activities necessary necessary, appropriate, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees as Bank, the Delaware Trustee, Sebaxxxxx Xxxxxxx, xxd Edrix X. Xxxxx, Xx., xx trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Except as may be required under the Delaware Business Trust Act, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property any other Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the Original Trust Agreement, has filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions -------------------- of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the DebenturesJunior Subordinated Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (cii) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Bank, Xxxxxx X. Xxxxx III, and S.L. Love as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the Original Trust Agreement, has filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. 2.1 The exclusive purposes and functions of the Trust are Trustee shall hold on trust: (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire Shares underlying the Debentures, Awards; (b) to distribute such assets and income transferred by the Trust's income Company or derived from the Shares underlying the Awards held on trust under clause 2.1 on such terms as provided in this Trust Agreement and the Administrator shall direct; (c) such other funds or property contributed by the Company to engage the Trust in only those connection with the administration of the Schemes; and (d) such other activities necessary funds or incidental theretoproperty contributed by relevant parties to the Trust in connection with the Schemes. For the avoidance of doubt, any Shares underlying the Awards not allotted to the Nominees shall remain the responsibility of the Company or the Participant(s). For further clarity, each of the Nominees shall have no responsibility for effecting transactions involving Awards where Shares underlying the Awards are required unless and until such Shares underlying the Awards with respect to such aforementioned Awards have been allotted to or are in the possession of each of such Nominees, as applicable. The Company shall ensure that no less than such number of Shares underlying the Awards granted on or before the date of listing of the Shares on the Stock Exchange (the “Listing”) be issued and allotted or transferred to the Nominees prior to Listing as required by relevant Listing rules or applicable regulations. 2.2 Subject to following the instructions of the Administrator, the Trustee may apply funds received by the Trustee for the purpose of paying costs and expenses to maintain and operate this Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or pledge any of its assets or otherwise undertake and the Remuneration (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. The Depositor hereby appoints the Trustees as trustees defined herein). 2.3 In execution of the Trust, to have all the rights, powers and duties to Trustee shall apply the extent set forth herein, and capital or income from the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold Shares underlying the Trust Property in trust upon and subject to the conditions set forth herein Awards for the benefit of all or any of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and Participant(s) in accordance with applicable law with respect to accomplishing the purposes rules of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall Schemes and/or instructions from the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee Company or the Administrative Trustees set forth herein. The Delaware Trustee shall be one Administrator, subject to the terms of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Actthis Deed.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the DebenturesNotes and to hold, transfer, sell and otherwise dispose of the Notes in accordance with this Declaration, (b) to distribute enter into the Trust's income as provided in this Trust Underwriting Agreement, the Remarketing Agreement, the Common Securities Purchase Agreement, the Notes Purchase Agreement and the Certificate Depository Agreement, (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or pledge any maintain the status of its assets or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified as a grantor trust for United States Federal income tax purposes purposes, and (d) except as a grantor trustotherwise limited herein, to engage in only those activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trustherein. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the Securityholdersgoverning instrument of such statutory trust. The Administrative Trustees Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall It is the Delaware Trustee have any intention of the duties parties hereto that, solely for federal, state and responsibilitieslocal income and franchise tax purposes, the Trust shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Group II Loans being treated as assets of the Property Trustee single person or entity, and the Administrative Trustees set forth herein. The Delaware Trustee Class II Notes being debt of the entity and the provisions of this Trust Agreement shall be one interpreted to further this intention. It is the intention of the Trustees parties hereto that solely for federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB-II Certificates are held by a single person or entity, the Trust (other than the portion of the Trust constituting the REMICs) shall be treated as a disregarded entity, with the Trust Estate being treated as assets of the single person or entity, and the Class II Notes being treated as debt of the entity, and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that, an election to be treated as a REMIC ("REMIC I") for federal income tax purposes be made with respect to the Home Equity Loans in Loan Group I together with the proceeds of the Home Equity Loans in Loan Group I and the proceeds of the Group I Policy on deposit in the Certificate Distribution Account, the Custodial Account and the Payment Account, for purposes of the REMIC Provisions. It is also the intention of the parties hereto that a second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests ("REMIC II") and that a third election to be treated as a REMIC be made with respect to the REMIC II Regular Interests ("REMIC III"). The Issuer will provide for the sole administration of REMIC I, REMIC II and limited purpose of fulfilling the requirements of Section 3807 REMIC III pursuant to Article XI of the Delaware Business Indenture. If more than one person owns the Class SB-II Certificates, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust, exclusive of the portion of the Owner Trust Actconstituting the REMICs, shall be treated as a partnership, with the assets of the partnership being the Trust Estate, exclusive of the assets of the REMICs, the partners of the partnership being the Holders of the Group II Certificates and the Class II Notes being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this intention. The parties agree that, unless otherwise required by appropriate tax authorities, the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a partnership for such tax purposes and as provided by such holders of Certificates.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment; PROVIDED, HOWEVER, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures[Subordinated] Debt Securities, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are are, and the Issuer Trust shall have the power and authority, (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the Debentures, (bc) to distribute enter into and perform its obligations under the Trust's income as provided in this Trust Agreement Transaction Documents to which it is a party, and (cd) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Issuer Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust, the Depositor or any beneficial owner, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees Administrators shall have all rights, powers and only those ministerial duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the TrustIssuer Trust and shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust or the Holders. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Administrators, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the 22 Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and Securities, (ii) to use the proceeds from such sale to acquire the Subordinated Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (ciii) to engage in only those other activities necessary necessary, appropriate, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Trust Company, the Delaware Trustee, ____________ and ____________, as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Except as may be required under the Delaware Statutory Trust Act, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property any other Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act. The Certificate of Trust of the Trust and all amendments thereto have been filed with the office of the Secretary of State of the State of Delaware and such filings are hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and to use the proceeds from such sale to acquire the Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees Administrators shall have all rights, powers and only those ministerial duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the TrustIssuer Trust and, to the fullest extent permitted by law, shall not be trustees or fiduciaries with respect to the Issuer Trust or the Holders. The Property Trustee shall have the power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Issuer Trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware Trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the DebenturesNotes, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (d) to hold the Notes and certain treasury securities and the U.S. Bank Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, and (e) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of -------------------- the Trust are (a) to issue and sell Trust Securities and use (including the proceeds from such sale Exchange Capital Securities pursuant to acquire the DebenturesExchange Offer), (b) to distribute use the Trust's income as provided in this proceeds from the sale of Trust Agreement and Securities to acquire the Private Debentures, (c) to exchange the Private Debentures for the Exchange Debentures pursuant to the Indenture and (d) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Property Trustee, the Delaware Trustee and the Administrative Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Property Trustee, the Delaware Trustee and the Administrative Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust ActAct and accepting service of process on the Trust in the State of Delaware.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use pursuant to the proceeds from such sale to acquire the DebenturesAgreement of Merger, (b) to distribute hold the Trust's income as provided in this Trust Debentures acquired pursuant to the Agreement of Merger, and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints reaffirms the appointment of the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Xxxxxxxxx Xxxxx Xxx and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act. The Merger, the Agreement of Merger and the Certificate of Merger referenced in the Agreement of Merger, have been fully authorized by the Original Trust Agreement and are hereby approved and ratified in all respects. Without the need for consent or action of any person, the Merger may be consummated, and the Issuer Trust may execute, deliver, perform and file, if applicable, the Agreement of Merger and Certificate of Merger.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use (including the proceeds from such sale Exchange Capital Securities pursuant to acquire the DebenturesExchange Offer and/or the Private Capital Securities pursuant to a Shelf Registration), (b) to distribute use the Trust's income as provided in this proceeds from the sale of Trust Agreement and Securities to acquire the Private Debentures, (c) to make Distributions to Holders, (d) to exchange the Private Debentures for the Exchange Debentures pursuant to the Indenture and to issue Exchange Capital Securities in exchange for the Capital Securities pursuant to the Exchange Offer and (e) to engage in only those other activities necessary necessary, advisable or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or pledge any thereto (such as registering the transfer 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 trustCapital Securities). The Depositor hereby appoints appoints, and/or confirms the appointment pursuant to the Original Trust Agreement of, the Property Trustee, the Delaware Trustee and the Administrative Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Property Trustee, the Delaware Trustee and the Administrative Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust ActAct and accepting service of process on the Trust in the State of Delaware.

Declaration of Trust. The sole and exclusive purposes purpose and functions function of the Trust are is (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Sections 2.4 and 2.5; (ii) to advance the purchase price from the issuance of the Trust Securities as proceeds of a loan under the Subordinated Loan Agreement evidenced by the Subordinated Note; and (ciii) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, have the authority to issue debt additional Common Securities or reinvest proceeds derived from investments, mortgage or 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 trustadditional Preferred Securities. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the SecurityholdersHolders. The Administrative Trustees Administrators shall have all rights, powers and only those ministerial duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust and shall not be trustees or fiduciaries with respect to the Trust. The Property Trustee shall have the power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a “statutory trust” under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Trust (A) shall, as of the Closing Date and for so long as any Notes are outstanding be treated for federal income tax purposes as a qualified REIT subsidiary within the meaning of Section 856(i) of the Code, and shall be disregarded as a separate entity, and (B) that each Class of Notes (other than the Class I-M-4, Class I-M-5, Class I-M-6, Class M-4, Class M-5 and Class M-6 Notes (the “Retained Notes”), which at the time of issuance, American Home Mortgage Investment Corp. or one of its qualified REIT subsidiaries acquires beneficial ownership thereof) shall be debt, and the Securityholdersprovisions of this Agreement shall be interpreted to further this intention. The Administrative Trustees Retained Notes will not be considered issued and outstanding for federal income tax purposes and will not treated as debt instruments for federal income tax purposes while the same party or related parties hold the Retained Notes, the Transferor Interest and the Trust Certificates. Except as otherwise provided in this Trust Agreement, the rights of the Certificateholder will be those of equity owners of the Trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, ; and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will shall hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. Section 207. Authorization to Enter Into Certain Transactions. (a) ...The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this Section 207 and Article VIII, and in accordance with the following provisions (i) and (ii), the Administrative Trustees shall have the authority to enter into all transactions and agreements determined by the Administrative Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Administrative Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including without limitation, the following:

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and , to the fullest extent permitted by applicable law, this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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 federal income tax purposes as a grantor trust. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a "statutory trust" under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, (A) the Trust shall be treated as (1) disregarded as an entity separate from its owner or (2) a qualified REIT subsidiary within the meaning of Section 856(i) of the Code ("QRS"), for so long as 100% of the Certificates, the Class 4-A-2 Notes and the SecurityholdersSubordinate Notes (other than any of the Class 4-A-2 Notes and Subordinate Notes with respect to which a "will be debt" opinion has been rendered by nationally recognized tax counsel and furnished to the Securities Administrator) are held by a single entity which is classified as a real estate investment trust within the meaning of Section 856(a) of the Code ("REIT"), directly or indirectly through one or more QRSs of such REIT or one or more entities disregarded as entities separate from such REIT or such QRSs, and (B) the Class 1-A, Class 2-A, Class 3-A, Class 4-A-1 and Class 5-A Notes shall be characterized as indebtedness to a Noteholder other than a Noteholder which owns 100% of the Certificates, the Class 4-A-2 Notes and the Subordinate Notes (other than any Subordinate Notes that are characterized as indebtedness for federal income tax purposes) if the Trust is disregarded as an entity separate from such Noteholder or is treated as a QRS of such Noteholder, and the provisions of this Agreement shall be interpreted to further this intention. The Administrative Trustees Except as otherwise provided in this Trust Agreement, the rights of the Certificateholders will be those of equity owners of the Trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the DebenturesNotes, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (d) to hold the Notes and certain treasury securities and the Wachovia Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, and (e) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one Trustees, or any of the Trustees duties and responsibilities of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.Issuer Trustees generally, set forth

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the DebenturesNotes, (b) to distribute enter into and perform its obligations under the Trust's income as provided in this Trust Agreement and Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Notes and certain treasury securities and the Mellon Bank Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, and (d) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.TRUST AGREEMENT

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the DebenturesJunior Subordinated Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (cii) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Bank, Xxxxxxx X. Xxxxx, Xx., and J. Xxxxx XxXxxxx as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein, except that the Delaware Trustee is hereby authorized and directed, together with the Property Trustee and Administrative Trustees, to execute and cause the Restated Certificate of Trust of the Trust (in the form of Exhibit A attached) to be filed with the Office of the Secretary of State of Delaware. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust Ruse upon and subject to the conditions set see forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrator set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees Property Trustee as trustees trustee of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees Property Trustee hereby accept accepts such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee , and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be entitled trustees or, to exercise any powersthe fullest extent permitted by law, nor fiduciaries with respect to the Issuer Trust and this Trust Agreement shall the Delaware Trustee have any of the duties and responsibilities, of the be construed in a manner consistent with such intent. The Property Trustee or shall have the Administrative Trustees set forth herein. The Delaware Trustee right and power (but shall not be one of obligated) to perform those duties assigned to the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust ActAdministrators.

Declaration of Trust. The sole and exclusive purposes purpose and functions function of the Trust are is (ai) to issue and sell the Trust Securities as provided in Sections 2.4 and use 2.5; (ii) to advance the purchase price from the issuance of the Trust Securities as proceeds from such sale to acquire of a loan under the Debentures, Subordinated Loan Agreement evidenced by the Subordinated Note; (biii) to distribute the Trust's income of the Trust as provided in this Trust Agreement Agreement; and (civ) to engage in only those other activities necessary necessary, convenient or incidental theretoto the foregoing. The Trust shall not borrow money, have the authority to issue debt additional Common Securities or reinvest proceeds derived from investments, mortgage or 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 trustadditional Capital Securities. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the SecurityholdersHolders. The Administrative Trustees Administrators shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust and shall not be trustees or fiduciaries with respect to the Trust. The Property Trustee shall have the power (but shall have no duty) to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust the Common Securities and to issue the Capital Securities in exchange for the Series A Preferred Stock, (b) to use the proceeds from such sale and exchange to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor Sponsor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Regular Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Regular Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. Pursuant to Section 3806(b)(7) of the Delaware Statutory Trust Act, each Administrator shall be an agent of the Issuer Trust and, to the extent of their powers set forth in this Agreement or otherwise vested in them by the Holders not inconsistent with this Agreement, shall be an agent of the Issuer Trust for the purpose of the Issuer Trust’s business and the actions of the Administrators taken in accordance with such powers shall bind the Issuer Trust. The Administrators of the Issuer Trust shall be supervised by the Depositor. The Issuer Trustees shall not be responsible for supervising the Administrators. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and, to the fullest extent permitted by applicable law, this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and Securities, (ii) to use the proceeds from such sale to acquire the Subordinated Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (ciii) to engage in only those other activities necessary necessary, appropriate, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Trustee, Sxxxxxxxx Xxxxxxx, and Exxxx X. Xxxxx, Xx., as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Except as may be required under the Delaware Business Trust Act, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property any other Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Trust Act. The Delaware Trustee and the Administrative Trustees, as the trustees under the Original Trust Agreement, have filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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 federal income tax purposes as a grantor trust. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent expressly set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust ActAct and shall not be entitled to exercise any powers or have any of the duties and responsibilities of the Administrative Trustees or the Property Trustee described in this Agreement.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative other Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act. The duties and responsibilities of the Delaware Trustee shall be limited solely to (a) accepting legal process served on the trust in the State of Delaware, (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Statutory Trust Act and (c) monitoring the Trust's compliance with the Statutory Trust Act and advising the Administrative Trustees when action is necessary to comply with the Statutory Trust Act. Except for the purpose of t he foregoing sentence, the Delaware Trustee shall not be deemed a trustee and shall have no management responsibilities or owe any fiduciary duties to the Trust or the Holders.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the 22 Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. Pursuant to Section 3806(b)(7) of the Delaware Statutory Trust Act, each Administrator shall be an agent of the Issuer Trust and, to the extent of their powers set forth in this Agreement or otherwise vested in them by the Holders not inconsistent with this Agreement, shall be an agent of the Issuer Trust for the purpose of the Issuer Trust's business and the actions of the Administrators taken in accordance with such powers shall bind the Issuer Trust. The Administrators of the Issuer Trust shall be supervised by the Depositor. The Issuer Trustees shall not be responsible for supervising the Administrators. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a business trust under the Business Trust Statute and that this Trust Agreement constitute the Securityholdersgoverning instrument of such business trust. The Administrative Trustees Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Business Trust Statute with respect to accomplishing the purposes of the Trust. It is the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes, the Trust shall be treated as an entity wholly owned by the Depositor or an affiliate thereof, with the assets of the entity being the Trust Estate. It is the further intention of the parties that an election to be treated as a REMIC ("REMIC I") for federal income tax purposes be made with respect to the Trust Estate exclusive of the Pre-Funding Account and the Capitalized Interest Account, which shall be treated as "outside reserve funds" for purposes of the REMIC Provisions, that a second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests ("REMIC II") and that a third election to be treated as a REMIC be made with respect to the REMIC II Regular Interests ("REMIC III"). The Delaware Trustee Issuer will provide for the administration of REMIC I, REMIC II and REMIC III pursuant to Article XI of the Indenture. The provisions of this Trust Agreement shall not be entitled interpreted to exercise further such intentions. Neither the Depositor nor any powers, nor Certificateholder shall the Delaware Trustee have any personal liability for any liability or obligation of the duties and responsibilitiesTrust, of other than the Property Trustee or the Administrative Trustees set forth indemnification obligation provided in Section 7.2 herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and to use the proceeds from such sale to acquire the Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, each to have all the rights, powers and duties to the extent of such Trustee set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Notwithstanding anything in this Declaration to the contrary, the Delaware Trustee shall not be entitled to exercise any powerspowers or authority (except to the extent required under the Delaware Business Trust Act), nor shall the Delaware Trustee have any of the duties and responsibilities, of the Trustees collectively, the Property Trustee or the Administrative Trustees set forth herein. The Notwithstanding any provision to the contrary in this Declaration or elsewhere, the Delaware Trustee shall be one of the Trustees trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Trust ActAct and (except for such duties of the Delaware Trustee as may be expressly set forth herein) the Delaware Trustee (both as such and in its individual capacity) shall have no duties or liabilities to any Person under this Declaration or otherwise in respect of or in connection with the Trust, the Trust Securities, or its serving as a trustee of the Trust.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the Securityholdersgoverning instrument of such statutory trust. The Administrative Trustees Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall It is the Delaware Trustee have any intention of the duties parties hereto that, solely for federal, state and responsibilitieslocal income and franchise tax purposes, the Trust shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Group II Loans being treated as assets of the Property Trustee single person or entity, and the Administrative Trustees set forth herein. The Delaware Trustee Class II Notes being debt of the entity and the provisions of this Trust Agreement shall be one interpreted to further this intention. It is the intention of the Trustees parties hereto that solely for federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB-II Certificates are held by a single person or entity, the Trust (other than the portion of the Trust constituting the REMICs) shall be treated as a disregarded entity, with the Trust Estate being treated as assets of the single person or entity, and the Class II Notes being treated as debt of the entity, and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that, an election to be treated as a REMIC ("REMIC I") for federal income tax purposes be made with respect to the Home Equity Loans in Loan Group I together with the proceeds of the Home Equity Loans in Loan Group I and the proceeds of the Group I Policy on deposit in the Certificate Distribution Account, the Custodial Account and the Payment Account, for purposes of the REMIC Provisions. It is also the intention of the parties hereto that a second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests ("REMIC II") and that a third election to be treated as a REMIC be made with respect to the REMIC II Regular Interests ("REMIC III"). The Issuer will provide for the sole administration of REMIC I, REMIC II and limited purpose of fulfilling the requirements of Section 3807 REMIC III pursuant to Article XI of the Delaware Business Indenture. If more than one person owns the Class SB-II Certificates, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust, exclusive of the portion of the Owner Trust Actconstituting the REMICs, shall be treated as a partnership, with the assets of the partnership being the Trust Estate, exclusive of the assets of the REMICs, the partners of the partnership being the Group II Certificateholders and the Class II Notes being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this intention. The parties agree that, unless otherwise required by appropriate tax authorities, the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a partnership for such tax purposes and as provided by such holders of Certificates.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property General Interest Trustee hereby accepts its appointment pursuant to Section 2.4(b) and declares that it will shall hold the all General Trust Property Assets in trust upon and subject to the conditions and obligations set forth herein for the use and benefit of the Trust and Holders of the SecurityholdersGeneral Interest subject to the obligations of the General Interest Trustee under the Basic Documents. The Administrative Trustees Effective as of the date hereof, the General Interest Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law this Agreement with respect to accomplishing the purposes of the Trust. The parties hereto intend that the Trust shall be a statutory business trust under the Delaware Business Trust Statute and that this Agreement shall constitute the governing instrument of the Trust. (b) The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the rights, powers and duties and responsibilities, of the Property Trustee or the Administrative other Trustees set forth hereinin this Agreement. The Delaware Trustee shall be one of the Trustees of the Trust a Trustee hereunder for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Trust ActStatute. The Delaware Trustee hereby accepts such appointment. (c) By execution of a counterpart to this Agreement or other agreement acceptable to the General Interest Trustee (as directed by the Requisite GI Holder), each Portfolio Trustee hereby declares that it shall hold all applicable Portfolio Assets in trust upon and subject to the conditions and obligations set forth herein for the use and benefit of the Holders of the applicable Portfolio Interests, subject to the obligations of such Portfolio Trustee under the Basic Documents. Effective upon execution of a counterpart to this Agreement or other agreement acceptable to the General Interest Trustee (as directed by the Requisite GI Holder), such Portfolio Trustee shall have all rights, powers and duties set forth in the Agreement, or such other agreement, with respect to accomplishing the purposes of the Trust and shall be deemed to have accepted such appointment.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions -------------------- of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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 federal income tax purposes as a grantor trust. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement Declaration and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative other Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use (including the proceeds from such sale Exchange Capital Securities pursuant to acquire the DebenturesExchange Offer), (b) to distribute use the Trust's income as provided in this proceeds from the sale of Trust Agreement and Securities to acquire the Private Debentures, (c) to exchange the Private Debentures for the Exchange Debentures pursuant to the Indenture and (d) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees Property Trustee and the Delaware Trustee as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees Property Trustee and the Delaware Trustee hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees Administrators shall have all rights, powers and only those ministerial duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the TrustTrust and shall not be trustees of the Trust or, to the fullest extent permitted by law, fiduciaries with respect to the Trust or the Securityholders. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose purposes of fulfilling the requirements of Section 3807 of the Delaware Business Trust ActAct and accepting service of process on the Trust in the State of Delaware.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the DebenturesJunior Subordinated Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (cii) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Bank, ___________________, and __________________ as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein, except that the Delaware Trustee is hereby authorized and directed, together with the Property Trustee and Administrative Trustees, to execute and cause the Restated Certificate of Trust of the Trust (in the form of Exhibit A attached) to be filed with the Office of the Secretary of State of Delaware. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are are: (a) to issue and sell Trust Securities and Securities; (b) use the proceeds from such that sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement ; and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor Sponsor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers powers, and duties to the extent set forth herein, and the Issuer Trustees hereby accept such that appointment. The Sponsor hereby appoints the Administrators as agents of the Issuer Trust, to have all the rights, powers, and duties to the extent set forth herein, and the administrators hereby accept that appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees Administrators shall have all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act and for taking those actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, (bii) to distribute the Trust's maintain its status as a grantor trust for federal income as provided in this Trust Agreement tax purposes; (iii) to make Distributions, and (civ) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints confirms each of the Trustees Bank, the Delaware Bank, Wendy G. Hargus and Jeffrey D. Cross as trustees of the Trust, to have all the rightsxxxx xxx xxx xights, powers and duties xxxxxx xxx xxxies to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are and the Issuer Trust shall have the power and authority (a) to issue and sell Trust the Common Securities and to issue the Capital Securities in exchange for the Series A Preferred Stock, (b) to use the proceeds from such sale and exchange to acquire the Debentures, (bc) to distribute acquire, hold, manage and dispose of Trust Property as set forth herein, and (d) enter into and perform its obligations under the Trust's income as provided in this Trust Exchange Agreement and other documents to which the Issuer Trust is a party, and (ce) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust Success Capital are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor Success Bancshares hereby appoints the Issuer Trustees as trustees of the TrustSuccess Capital, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust Success Capital and the SecurityholdersHolders. The Success Bancshares hereby appoints the Administrative Trustees shall have (as agents of Success Capital), with such Administrative Trustees having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of Success Capital, and the TrustAdministrative Trustees hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrative Trustees shall not be trustees or fiduciaries with respect to Success Capital and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrative Trustees. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Trust Success Capital for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware Trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a "statutory trust" under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, (A) the Trust shall be treated as (1) disregarded as an entity separate from its owner or (2) a qualified REIT subsidiary within the meaning of Section 856(i) of the Code ("QRS"), for so long as 100% of the Certificates, the Class X-A Notes and the SecurityholdersSubordinate Notes (other than any of the Class X-A Notes and Subordinate Notes with respect to which a "will be debt" opinion has been rendered by nationally recognized tax counsel and furnished to the Securities Administrator) are held by a single entity which is classified as a real estate investment trust within the meaning of Section 856(a) of the Code ("REIT"), directly or indirectly through one or more QRSs of such REIT or one or more entities disregarded as entities separate from such REIT or such QRSs, and (B) the Class I-A1 and Class I-A2 Notes shall be characterized as indebtedness to a Noteholder other than a Noteholder which owns 100% of the Certificates, the Class X-A Notes and the Subordinate Notes (other than any Subordinate Notes that are characterized as indebtedness for federal income tax purposes) if the Trust is disregarded as an entity separate from such Noteholder or is treated as a QRS of such Noteholder, and the provisions of this Agreement shall be interpreted to further this intention. The Administrative Trustees Except as otherwise provided in this Trust Agreement, the rights of the Certificateholders will be those of equity owners of the Trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the respective Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with each intent. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with each intent. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be truestees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a “statutory trust” under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, (A) the Trust shall be treated as a qualified REIT subsidiary within the meaning of Section 856(i) of the Code (“QRS”), as of the Closing Date and, for so long as 100% of the Certificates and Class X Notes and Class B Notes (other than any Class X or Class B Notes with respect to which a “will be debt ” opinion has been rendered by nationally recognized tax counsel and furnished to the Securities Administrator) are held by a single entity which is classified as a real estate investment trust within the meaning of Section 856(a) of the Code (“REIT”), directly or indirectly through one or more QRSs of such REIT or one or more entities disregarded as entities separate from such REIT or such QRSs, and (B) the Class I-A-1, Class I-A-2, Class II-A-1 and Class II-A-2 Notes shall be characterized as indebtedness to a Noteholder other than a Noteholder which owns 100% of the Certificates and Class X Notes and Class B Notes (other than any Class X Notes or Class B Notes that are characterized as indebtedness for federal income tax purposes) if the Trust is treated as a QRS of such Noteholder, and the Securityholdersprovisions of this Agreement shall be interpreted to further this intention. The Administrative Trustees Except as otherwise provided in this Trust Agreement, the rights of the Certificateholders will be those of equity owners of the Trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) merging the Old Trust with and into the Trust pursuant to issue and sell Trust Securities and use the proceeds from such sale to acquire Merger, which as of the Debenturesexecution hereof has been accomplished, (b) in connection with the Merger, having the Trust assume all of the obligations and liabilities of the Old Trust, including under the Common Securities and the Preferred Securities, which originally represented undivided beneficial interests in the assets of the Old Trust, and pursuant to distribute the Merger and this Trust Agreement, hereafter represent undivided beneficial interests in the assets of the Trust's income as provided in this Trust Agreement and , (c) in connection with the Merger, acquiring all of the Old Trust's assets and rights, including those accruing under the Debentures originally acquired by the Old Trust with the proceeds from the sale of the Common Securities and the Preferred Securities pursuant to engage the Purchase Agreement, and (d) engaging in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the DebenturesJunior Subordinated Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (cii) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Bank, Xxxxxx X. Xxxxx III, and S.L. Love as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the Original Trust Agreement, has filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, appropriate, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and, to the fullest extent permitted by applicable law, this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the DebenturesSecurities, (b) to distribute purchase the Trust's income as provided in this KDSM Senior Debentures with the proceeds from the sale of the Preferred Securities and Common Securities, (c) if applicable, exchange the Trust Securities pursuant to the Registration Rights Agreement and (cd) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees Trustees, as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon upon, and subject to to, the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Notwithstanding any other provision of this Trust Agreement, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilitiesresponsibilities or liabilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act. The duties and responsibilities of the Delaware Trustee shall be limited solely to (a) accepting legal process served on the trust in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Statutory Trust Act. Except for the purpose of the foregoing sentence, the Delaware Trustee shall not be deemed a trustee and shall have no management responsibilities or owe any fiduciary duties to the Trust or the Holders.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power (but shall not be obligated) to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and Securities, (ii) to use the proceeds from such sale to acquire the Subordinated Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (ciii) to engage in only those other activities necessary necessary, appropriate, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees as Bank, the Delaware Trustee, Robexx X. Xxxxx, XX, xxd Edrix X. Xxxxx, Xx., xx trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Except as may be required under the Delaware Business Trust Act, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property any other Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the Original Trust Agreement, has filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and Securities, (ii) to use the proceeds from such sale to acquire the DebenturesSenior Deferrable Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (ciii) to engage in only those other activities necessary necessary, appropriate, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Trustee, Sebaxxxxx Xxxxxxx, xxd Samuxx X. Xxxlas., as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Except as may be required under the Delaware Business Trust Act, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property any other Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Trust Act. The Delaware Trustee and the Administrative Trustees, as the trustees under the Original Trust Agreement, have filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the DebenturesJunior Subordinated Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (cii) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Bank, _______________, and _______________ as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the Original Trust Agreement, has filed the Certificate of Trust of the Trust with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, and such filing is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (bii) to distribute make Distributions and other payments on the Trust's Trust Securities, (iii) to maintain the status of the Trust as a grantor trust for United States federal income as provided in this Trust Agreement tax purposes, and (civ) except as otherwise limited herein, to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Regular Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trustherein. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Regular Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act.

Declaration of Trust. The exclusive purposes -------------------- and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use (including the proceeds from such sale Exchange Capital Securities pursuant to acquire the DebenturesExchange Offer), (b) to distribute use the Trust's income as provided in this proceeds from the sale of Trust Agreement and Securities to acquire the Private Debentures, (c) to exchange the Private Debentures for the Exchange Debentures pursuant to the Indenture and (d) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Property Trustee, the Delaware Trustee and the Administrative Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Property Trustee, the Delaware Trustee and the Administrative Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust ActAct and accepting service of process on the Trust in the State of Delaware.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the 21 - 16 - parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and, insofar as the Preferred Securities are components of the Units, the Units, as specified in and pursuant to Article VI and use the proceeds from such sale to acquire Debt Securities having an aggregate principal amount at maturity equal to the Debentures, aggregate Liquidation Amount of the Trust Securities; (b) to distribute enter into and perform its obligations under the Unit Agreement, the Underwriting Agreement and the Remarketing Agreement, in each case, with the Company and such other agreements, documents and instruments as shall be necessary or advisable to effect these agreements and the purposes of the Trust's income as provided in this Trust Agreement ; and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow moneythereto and to the issuance of the Units, issue debt or reinvest proceeds derived from investmentsincluding, mortgage or pledge any of its assets or otherwise undertake (or permit to be undertaken) any activity that would cause executing, delivering and performing the Trust not to be classified for United States Federal income tax purposes as a grantor trustUnit Agreement. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will shall hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the TrustIssuer Trust and shall not be trustees or fiduciaries with respect to the Issuer Trust or the Holders. The Property Trustee shall have the right but shall not be obligated to perform those duties assigned to the Administrative Trustees. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and -------------------- functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, (bii) to distribute the Trust's maintain its status as a grantor trust for federal income as provided in this Trust Agreement tax purposes; (iii) to make Distributions, and (civ) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints confirms each of the Trustees Bank, the Delaware Bank, Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxx as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act.

Declaration of Trust. The exclusive purposes and --------------------- functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment, subject to the terms and conditions hereof. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. In the event the Delaware Trustee shall at any time be required to take any action or perform any duty hereunder, the Delaware Trustee shall be entitled to the benefits of Section 8.1(c) and Section 8.3. No implied covenants or obligations shall be read into this Trust Agreement against the Delaware Trustee.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the DebenturesNotes, (b) to distribute enter into and perform its obligations under the Trust's income as provided in this Trust Agreement and Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Notes and certain treasury securities and the Mellon Bank Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, TRUST AGREEMENT and (d) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act.

Declaration of Trust. The exclusive purposes -------------------- and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue a)_issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, (band_(b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 Section_3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators, with such Administrators having all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment; provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power (but shall not be obligated) to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Owner Trustee hereby declares that it will shall hold the Owner Trust Property Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the Securityholdersgoverning instrument of such statutory trust. The Administrative Trustees Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in accordance with applicable law the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall It is the Delaware Trustee have any intention of the duties parties hereto that, solely for federal, state and responsibilitieslocal income and franchise tax purposes, the Trust shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Group II Loans being treated as assets of the Property Trustee single person or entity, and the Administrative Trustees set forth herein. The Delaware Trustee Class II Notes being debt of the entity and the provisions of this Trust Agreement shall be one interpreted to further this intention. It is the intention of the Trustees parties hereto that solely for federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB-II Certificates are held by a single person or entity, the Trust (other than the portion of the Trust constituting the REMICs) shall be treated as a disregarded entity, with the Trust Estate being treated as assets of the single person or entity, and the Class II Notes being treated as debt of the entity, and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that, an election to be treated as a REMIC ("REMIC I") for federal income tax purposes be made with respect to the Home Equity Loans in Loan Group I together with the proceeds of the Home Equity Loans in Loan Group I on deposit in the Certificate Distribution Account, the Custodial Account and the Payment Account, for purposes of the REMIC Provisions. It is also the intention of the parties hereto that a second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests ("REMIC II") and that a third election to be treated as a REMIC be made with respect to the REMIC II Regular Interests ("REMIC III"). The Issuer will provide for the sole administration of REMIC I, REMIC II and limited purpose of fulfilling the requirements of Section 3807 REMIC III pursuant to Article XI of the Delaware Business Indenture. If more than one person owns the Class SB-II Certificates, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust, exclusive of the portion of the Owner Trust Actconstituting the REMICs, shall be treated as a partnership, with the assets of the partnership being the Trust Estate, exclusive of the assets of the REMICs, the partners of the partnership being the Holders of the Group II Certificates and the Class II Notes being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this intention. The parties agree that, unless otherwise required by appropriate tax authorities, the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a partnership for such tax purposes and as provided by such holders of Certificates.

Declaration of Trust. The exclusive purposes and functions of the Trust are (ai) to issue and sell the Trust Securities and use the proceeds from such sale to acquire the DebenturesJunior Subordinated Notes, (b) to distribute the Trust's income as provided in this Trust Agreement and (cii) to engage in only those other activities necessary necessary, incidental, appropriate or incidental convenient thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints each of the Trustees Bank, the Delaware Bank, Xxxxxx X. Xxxxxx, and Xxxxxx X. Xxxxxx as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. The filing by the Delaware Trustee, as the trustee under the Original Trust Agreement, of the Certificate of Trust of the Trust's with the office of the Secretary of State of the State of Delaware, a copy of which is attached hereto as Exhibit A, is hereby confirmed and ratified.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are to (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient, or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have Depositor hereby appoints the Administrators (as agents of the Issuer Trust), with such Administrators having all rights, powers powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust, and the Administrators hereby accept such appointment, provided, however, that it is the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and, to the fullest extent permitted by applicable law, this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right, power and authority to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees Administrators set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Business Trust Act.

Declaration of Trust. The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and Securities, (b) to use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Trust Agreement and (c) to engage in only those other activities necessary necessary, convenient or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, mortgage or 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. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Issuer Trust and the SecurityholdersHolders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the Trustees trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 3807(a) of the Delaware Business Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.