THEREIN AND EACH SUCH SUCCESSOR RELEVANT
TRUSTEE, WITHOUT ANY FURTHER ACT, DEED OR CONVEYANCE, SHALL BECOME VESTED WITH
ALL THE RIGHTS, POWERS, TRUSTS AND DUTIES OF THE RETIRING RELEVANT TRUSTEE; BUT,
ON REQUEST OF THE TRUST OR ANY SUCCESSOR RELEVANT TRUSTEE, SUCH RETIRING
RELEVANT TRUSTEE SHALL DULY ASSIGN, TRANSFER AND DELIVER TO SUCH SUCCESSOR
RELEVANT TRUSTEE ALL TRUST PROPERTY, ALL PROCEEDS THEREOF AND MONEY HELD BY SUCH
RETIRING RELEVANT TRUSTEE HEREUNDER WITH RESPECT TO THE SECURITIES AND THE TRUST
SUBJECT TO THE PAYMENT OF ALL UNPAID FEES, EXPENSES AND INDEMNITIES OF SUCH
RETIRING RELEVANT TRUSTEE.
(G)
NO INSTITUTIONAL TRUSTEE OR DELAWARE TRUSTEE SHALL BE LIABLE FOR
THE ACTS OR OMISSIONS TO ACT OF ANY SUCCESSOR INSTITUTIONAL TRUSTEE OR SUCCESSOR
DELAWARE TRUSTEE, AS THE CASE MAY BE.
(H)
THE HOLDERS OF THE CAPITAL SECURITIES WILL HAVE NO RIGHT TO VOTE
TO APPOINT, REMOVE OR REPLACE THE ADMINISTRATORS, WHICH VOTING RIGHTS ARE VESTED
EXCLUSIVELY IN THE HOLDERS OF THE COMMON SECURITIES.
(I)
ANY SUCCESSOR DELAWARE TRUSTEE SHALL FILE AN AMENDMENT TO THE
CERTIFICATE OF TRUST WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE
IDENTIFYING THE NAME AND PRINCIPAL PLACE OF BUSINESS OF SUCH DELAWARE TRUSTEE IN
THE STATE OF DELAWARE.
SECTION 4.6.
VACANCIES AMONG TRUSTEES.
IF A TRUSTEE CEASES TO HOLD OFFICE FOR
ANY REASON AND THE NUMBER OF TRUSTEES IS NOT REDUCED PURSUANT TO SECTION 4.1, OR
IF THE NUMBER OF TRUSTEES IS INCREASED PURSUANT TO SECTION 4.1, A VACANCY SHALL
OCCUR.
A RESOLUTION CERTIFYING THE EXISTENCE OF SUCH VACANCY BY THE TRUSTEES
OR, IF THERE ARE MORE THAN TWO, A MAJORITY OF THE
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TRUSTEES SHALL BE CONCLUSIVE EVIDENCE OF THE EXISTENCE OF SUCH VACANCY.
THE
VACANCY SHALL BE FILLED WITH A TRUSTEE APPOINTED IN ACCORDANCE WITH SECTION 4.5.
SECTION 4.7.
EFFECT OF VACANCIES.
THE DEATH, RESIGNATION, RETIREMENT, REMOVAL,
BANKRUPTCY, DISSOLUTION, LIQUIDATION, INCOMPETENCE OR INCAPACITY TO PERFORM THE
DUTIES OF A TRUSTEE SHALL NOT OPERATE TO DISSOLVE, TERMINATE OR ANNUL THE TRUST
OR TERMINATE THIS DECLARATION.
WHENEVER A VACANCY IN THE NUMBER OF TRUSTEES
SHALL OCCUR, UNTIL SUCH VACANCY IS FILLED BY THE APPOINTMENT OF A TRUSTEE IN
ACCORDANCE WITH SECTION 4.5, THE INSTITUTIONAL TRUSTEE SHALL HAVE ALL THE POWERS
GRANTED TO THE TRUSTEES AND SHALL DISCHARGE ALL THE DUTIES IMPOSED UPON THE
TRUSTEES BY THIS DECLARATION.
SECTION 4.8.
MEETINGS OF THE TRUSTEES AND THE ADMINISTRATORS.
MEETINGS OF THE
TRUSTEES OR THE ADMINISTRATORS SHALL BE HELD FROM TIME TO TIME UPON THE CALL OF
ANY TRUSTEE OR ADMINISTRATOR, AS APPLICABLE.
REGULAR MEETINGS OF THE TRUSTEES
AND THE ADMINISTRATORS, RESPECTIVELY, MAY BE IN PERSON IN THE UNITED STATES OR
BY TELEPHONE, AT A PLACE (IF APPLICABLE) AND TIME FIXED BY RESOLUTION OF THE
TRUSTEES OR THE ADMINISTRATORS, AS APPLICABLE.
NOTICE OF ANY IN-PERSON MEETINGS
OF THE TRUSTEES OR THE ADMINISTRATORS SHALL BE HAND DELIVERED OR OTHERWISE
DELIVERED IN WRITING (INCLUDING BY FACSIMILE, WITH A HARD COPY BY OVERNIGHT
COURIER) NOT LESS THAN 48 HOURS BEFORE SUCH MEETING.
NOTICE OF ANY TELEPHONIC
MEETINGS OF THE TRUSTEES OR THE ADMINISTRATORS