TAKEN AT A MEETING OF THE HOLDERS OF THE
SECURITIES MAY BE TAKEN WITHOUT A MEETING IF A CONSENT IN WRITING SETTING FORTH
THE ACTION SO TAKEN IS SIGNED BY THE HOLDERS OF THE SECURITIES OWNING NOT LESS
THAN THE MINIMUM LIQUIDATION AMOUNT OF SECURITIES THAT WOULD BE NECESSARY TO
AUTHORIZE OR TAKE SUCH ACTION AT A MEETING AT WHICH ALL HOLDERS OF THE
SECURITIES HAVING A RIGHT TO VOTE THEREON WERE PRESENT AND VOTING.
PROMPT
NOTICE OF THE TAKING OF ACTION WITHOUT A MEETING SHALL BE GIVEN TO THE HOLDERS
OF THE SECURITIES ENTITLED TO VOTE WHO HAVE NOT CONSENTED IN WRITING. THE
ADMINISTRATORS MAY SPECIFY THAT ANY WRITTEN BALLOT SUBMITTED TO THE HOLDERS OF
THE SECURITIES FOR THE PURPOSE OF TAKING ANY ACTION WITHOUT A MEETING SHALL BE
RETURNED TO THE TRUST WITHIN THE TIME SPECIFIED BY THE ADMINISTRATORS.
(II)
EACH HOLDER OF A SECURITY MAY AUTHORIZE
ANY PERSON TO ACT FOR IT BY PROXY ON ALL MATTERS IN WHICH A HOLDER OF SECURITIES
IS ENTITLED TO PARTICIPATE, INCLUDING WAIVING NOTICE OF ANY MEETING, OR VOTING
OR PARTICIPATING AT A MEETING.
NO PROXY SHALL BE VALID AFTER THE EXPIRATION OF
11 MONTHS FROM THE DATE THEREOF UNLESS OTHERWISE PROVIDED IN THE PROXY. EVERY
PROXY SHALL BE REVOCABLE AT THE PLEASURE OF THE HOLDER OF THE SECURITIES
EXECUTING IT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL MATTERS RELATING TO THE
GIVING, VOTING OR VALIDITY OF PROXIES SHALL BE GOVERNED BY THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE RELATING TO PROXIES, AND JUDICIAL
INTERPRETATIONS THEREUNDER, AS IF THE TRUST WERE A DELAWARE CORPORATION AND THE
HOLDERS OF THE SECURITIES WERE STOCKHOLDERS OF A DELAWARE CORPORATION.
EACH
MEETING OF THE HOLDERS OF THE SECURITIES SHALL BE CONDUCTED BY THE
ADMINISTRATORS OR BY SUCH OTHER PERSON THAT THE ADMINISTRATORS MAY DESIGNATE.
(III)
UNLESS THE STATUTORY TRUST ACT, THIS
DECLARATION, THE TERMS OF THE SECURITIES, THE TRUST INDENTURE ACT OR THE LISTING
RULES OF ANY STOCK EXCHANGE ON WHICH THE CAPITAL SECURITIES ARE THEN LISTED OR
ADMITTED FOR TRADING, IF ANY, OTHERWISE PROVIDES, THE ADMINISTRATORS, IN THEIR
SOLE DISCRETION, SHALL ESTABLISH ALL OTHER PROVISIONS RELATING TO MEETINGS OF
HOLDERS OF SECURITIES, INCLUDING NOTICE OF THE TIME, PLACE OR PURPOSE OF ANY
MEETING AT WHICH ANY MATTER IS TO BE VOTED ON BY ANY HOLDERS OF THE SECURITIES,
WAIVER OF ANY SUCH NOTICE, ACTION BY CONSENT
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WITHOUT A MEETING, THE ESTABLISHMENT OF A RECORD DATE, QUORUM REQUIREMENTS,
VOTING IN PERSON OR BY PROXY OR ANY OTHER MATTER WITH RESPECT TO THE EXERCISE OF
ANY SUCH RIGHT TO VOTE; PROVIDED, HOWEVER, THAT EACH MEETING SHALL BE CONDUCTED
IN THE UNITED STATES (AS THAT TERM IS DEFINED IN TREASURY REGULATIONS §
301.7701-7).
ARTICLE XII
REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
AND DELAWARE TRUSTEE
SECTION 12.1.
REPRESENTATIONS AND WARRANTIES OF INSTITUTIONAL TRUSTEE.
THE
TRUSTEE THAT ACTS AS INITIAL INSTITUTIONAL TRUSTEE REPRESENTS AND WARRANTS TO
THE TRUST AND TO THE SPONSOR AT THE DATE OF THIS DECLARATION, AND EACH SUCCESSOR
INSTITUTIONAL TRUSTEE REPRESENTS AND WARRANTS TO THE