Common use of Responsibilities of the Sponsor Clause in Contracts

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof), the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof)Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The the New York Stock Exchange, Inc. Exchange or any other national stock exchange or the Nasdaq NASDAQ Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each the sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof), the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof), the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the DebenturesJunior Subordinated Notes; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The the New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq NASDAQ Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the DebenturesJunior Subordinated Notes; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue issuance and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof)Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for the preparation and filing by the Trust with the Commission under and the execution on behalf of the Trust of a registration statement on Form S-3 in relation to the Preferred Securities Act or and the Exchange Act one or more registration statements on the applicable formsSubordinated Debentures, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (b) to determine the States determination of the states in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do the determination of any and all such acts, other than actions which must be taken by the Trust, and advise the advice to the Trust of actions it must take, and prepare the preparation for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such Statesstates; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for preparation and filing by the Trust and the execution on behalf of the Trust of an application to The the New York Stock Exchange, Inc. Exchange or any other national stock exchange or the Nasdaq Stock Market's National Market for listing upon notice of issuance of any Trust the Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each sale of the Trust Preferred Securities.;

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof)Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by by, and execute on behalf of, the Trust with the Commission under a registration statement on Form S-3 in relation to the Trust Preferred Securities Act or and the Exchange Act one or more registration statements on the applicable formsTrust Preferred Securities Guarantee, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and the Trust Preferred Securities Guarantee and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution filing and filing execute any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by by, and execute on behalf of, the Trust an application to The the New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq Stock National Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each sale of the Trust Preferred Securities.;

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof)Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States;; 126 (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The the New York Stock Exchange, Inc. Exchange or any other national stock exchange or the Nasdaq NASDAQ Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each the sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof)Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare prepare, execute and file on behalf of by the Trust an application to the New York Stock Exchange or any other national stock exchange or the NASDAQ Stock Market for filing listing upon notice of issuance of any Preferred Securities, the Guarantee and the Debentures; (b) to prepare, execute and file on behalf of by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the Debentures; (bc) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the Debentures; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each the sale of the Trust Preferred Securities.

Responsibilities of the Sponsor. In connection with the ------------------------------- issue and sale of the Trust Preferred Securities (including, from time to time, Tranches thereof)Securities, the Sponsor shall have the exclusive right and responsibility to engage in the following activities: (a) to prepare for filing by the Trust with the Commission under the Securities Act or the Exchange Act one or more registration statements on the applicable forms, including any amendments thereto, pertaining to the Trust Preferred Securities, the Guarantee and the DebenturesJunior Subordinated Notes; (b) to determine the States in which to take appropriate action to qualify or register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; (c) if deemed necessary by the underwriter of the Trust Preferred Securities, to prepare for filing by the Trust an application to The the New York Stock Exchange, Inc. or any other national stock exchange or the Nasdaq NASDAQ Stock Market for listing upon notice of issuance of any Trust Preferred Securities, the Guarantee and the DebenturesJunior Subordinated Notes; and (d) to negotiate the terms of and to execute on behalf of the Trust an underwriting agreement and other related agreements providing for each the sale of the Trust Preferred Securities.