TRUST BY SUCH PERSON WHO, AT THE ACTUAL DATE OF
EXECUTION OF SUCH CERTIFICATE, SHALL BE AN ADMINISTRATOR OF THE TRUST, ALTHOUGH
AT THE DATE OF THE EXECUTION AND DELIVERY OF THE DECLARATION ANY SUCH PERSON WAS
NOT SUCH AN ADMINISTRATOR.
A CAPITAL SECURITY SHALL NOT BE VALID UNTIL THE
CERTIFICATE EVIDENCING IT IS AUTHENTICATED BY THE MANUAL OR FACSIMILE SIGNATURE
OF AN AUTHORIZED OFFICER OF THE INSTITUTIONAL TRUSTEE.
SUCH SIGNATURE SHALL BE
CONCLUSIVE EVIDENCE THAT THE CERTIFICATE EVIDENCING SUCH CAPITAL SECURITY HAS
BEEN AUTHENTICATED UNDER THIS DECLARATION.
UPON WRITTEN ORDER OF THE TRUST
SIGNED BY ONE ADMINISTRATOR, THE INSTITUTIONAL TRUSTEE SHALL AUTHENTICATE ONE OR
MORE CERTIFICATES EVIDENCING THE CAPITAL SECURITIES FOR ORIGINAL ISSUE.
THE
INSTITUTIONAL TRUSTEE MAY APPOINT AN AUTHENTICATING AGENT THAT IS A U.S. PERSON
ACCEPTABLE TO THE SPONSOR TO AUTHENTICATE CERTIFICATES EVIDENCING CAPITAL
SECURITIES.
A COMMON SECURITY NEED NOT BE SO AUTHENTICATED AND SHALL BE VALID
UPON EXECUTION BY ONE OR MORE ADMINISTRATORS.
(C)
CAPITAL SECURITIES INITIALLY ISSUED BY THE
TRUST TO PERSONS OTHER THAN QIBS OR NON-"U.S. PERSONS" IN "OFFSHORE
TRANSACTIONS" UNDER, AND WITHIN THE MEANING OF, REGULATION S UNDER THE
SECURITIES ACT SHALL BE ISSUED IN THE FORM OF ONE OR MORE DEFINITIVE CAPITAL
SECURITIES CERTIFICATES. THE CAPITAL SECURITIES INITIALLY ISSUED TO QIBS OR
NON-"U.S. PERSONS" IN "OFFSHORE TRANSACTIONS" UNDER, AND WITHIN THE MEANING OF,
REGULATION S UNDER THE SECURITIES ACT SHALL BE ISSUED EITHER (I) IN THE FORM OF
ONE OR MORE GLOBAL CAPITAL SECURITIES CERTIFICATES OR (II) IF INDICATED IN
WRITING BY THE PLACEMENT AGENT TO THE SPONSOR ON OR PRIOR TO THE CLOSING DATE,
IN THE FORM OF ONE OR MORE DEFINITIVE CAPITAL SECURITIES CERTIFICATES.
GLOBAL
CAPITAL SECURITY CERTIFICATES SHALL BE, EXCEPT AS PROVIDED IN SECTION 6.4,
REGISTERED IN THE NAME OF THE DEPOSITARY OR ITS NOMINEE AND DEPOSITED WITH THE
DEPOSITARY OR, IF NOT SO DEPOSITED, HELD BY THE INSTITUTIONAL TRUSTEE AS A
CUSTODIAN FOR THE DEPOSITARY, FOR CREDIT BY THE DEPOSITARY TO THE RESPECTIVE
ACCOUNTS OF THE DEPOSITARY PARTICIPANTS (OR SUCH OTHER ACCOUNTS AS THEY MAY
DIRECT). THE TRUST, AS ISSUER AND THE INSTITUTIONAL TRUSTEE, AS CUSTODIAN, ARE
HEREBY AUTHORIZED TO EXECUTE, DELIVER AND PERFORM ANY LETTER OF REPRESENTATIONS
AND OTHER SIMILAR AGREEMENTS OR WRITINGS IN CONNECTION WITH CAPITAL SECURITIES
ISSUED IN THE FORM OF GLOBAL CAPITAL SECURITIES.
(D)
THE CONSIDERATION RECEIVED BY THE TRUST FOR
THE ISSUANCE OF THE SECURITIES SHALL CONSTITUTE A CONTRIBUTION TO THE CAPITAL OF
THE TRUST AND SHALL NOT CONSTITUTE A LOAN TO THE TRUST.
(E)
UPON ISSUANCE OF THE SECURITIES AS PROVIDED
IN THIS DECLARATION, THE SECURITIES SO ISSUED SHALL BE DEEMED TO BE VALIDLY
ISSUED, FULLY PAID AND NON-ASSESSABLE, AND EACH HOLDER THEREOF SHALL BE ENTITLED
TO THE BENEFITS PROVIDED BY THIS DECLARATION.
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(F)
EVERY PERSON, BY VIRTUE OF HAVING BECOME
A HOLDER IN ACCORDANCE WITH THE TERMS OF THIS DECLARATION, SHALL BE DEEMED TO
HAVE EXPRESSLY ASSENTED AND AGREED TO THE TERMS OF, AND SHALL BE BOUND BY, THIS
DECLARATION AND THE GUARANTEE.
SECTION 6.2.
PAYING AGENT, TRANSFER AGENT, CALCULATION