DATED THE DATE
OF ITS AUTHENTICATION.
THE TERMS AND PROVISIONS OF THE SECURITIES SET FORTH IN
ANNEX I AND THE FORMS OF CERTIFICATES SET FORTH IN EXHIBITS A-1 AND A-2 ARE PART
OF THE TERMS OF THIS DECLARATION AND TO THE EXTENT APPLICABLE, THE INSTITUTIONAL
TRUSTEE, THE DELAWARE TRUSTEE, THE ADMINISTRATORS AND THE SPONSOR, BY THEIR
EXECUTION AND DELIVERY OF
32
THIS DECLARATION, EXPRESSLY AGREE TO SUCH TERMS AND PROVISIONS AND TO BE BOUND
THEREBY.
CAPITAL SECURITIES WILL BE ISSUED ONLY IN BLOCKS HAVING AN AGGREGATE
LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.
(B)
THE CAPITAL SECURITIES ARE BEING OFFERED AND SOLD BY THE TRUST
INITIALLY PURSUANT TO THE CAPITAL SECURITIES SUBSCRIPTION AGREEMENT IN THE FORM
OF A GLOBAL CAPITAL SECURITY OR ONE OR MORE DEFINITIVE CAPITAL SECURITIES, IN
ACCORDANCE WITH SECTION 6.1(C), AND WILL BE REGISTERED IN THE NAME OF THE HOLDER
THEREOF, WITHOUT COUPONS AND WITH THE RESTRICTED SECURITIES LEGEND.
SECTION 6.4.
BOOK-ENTRY CAPITAL SECURITIES.
(A)
BOOK-ENTRY CAPITAL SECURITIES AND DEFINITIVE CAPITAL SECURITIES
MAY BE EXCHANGED OR TRANSFERRED, IN WHOLE OR IN PART, FOR ONE ANOTHER ONLY IF
SUCH EXCHANGE OR TRANSFER COMPLIES WITH SUCH PROCEDURES AS ARE SUBSTANTIALLY
CONSISTENT WITH THIS SECTION 6.4 AND ARTICLE VIII. IN ADDITION, IF (I) THE
DEPOSITARY ADVISES THE ADMINISTRATORS AND THE INSTITUTIONAL TRUSTEE IN WRITING
THAT THE DEPOSITARY IS NO LONGER WILLING OR ABLE TO PROPERLY DISCHARGE ITS
RESPONSIBILITIES WITH RESPECT TO THE GLOBAL CAPITAL SECURITY, AND NO QUALIFIED
SUCCESSOR IS APPOINTED BY THE ADMINISTRATORS WITHIN NINETY (90) DAYS OF RECEIPT
OF SUCH NOTICE, (II) THE DEPOSITARY CEASES TO BE A CLEARING AGENCY REGISTERED
UNDER THE EXCHANGE ACT AND THE ADMINISTRATORS FAIL TO APPOINT A QUALIFIED
SUCCESSOR WITHIN NINETY (90) DAYS OF OBTAINING KNOWLEDGE OF SUCH EVENT OR
(III) AN INDENTURE EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, A GLOBAL
CAPITAL SECURITY MAY BE EXCHANGED, IN WHOLE OR IN PART, FOR DEFINITIVE CAPITAL
SECURITIES REGISTERED IN THE NAMES OF THE BENEFICIAL OWNERS OF THE BOOK-ENTRY
CAPITAL SECURITIES EVIDENCED THEREBY. UPON THE OCCURRENCE OF ANY EVENT SPECIFIED
IN CLAUSE (I), (II) OR (III) ABOVE, THE ADMINISTRATORS SHALL NOTIFY THE
DEPOSITARY AND INSTRUCT THE DEPOSITARY TO NOTIFY ALL BENEFICIAL OWNERS AND THE
INSTITUTIONAL TRUSTEE OF THE OCCURRENCE OF SUCH EVENT AND OF THE AVAILABILITY OF
DEFINITIVE CAPITAL SECURITIES CERTIFICATES TO BENEFICIAL OWNERS. UPON THE
ISSUANCE OF DEFINITIVE CAPITAL SECURITIES CERTIFICATES, THE ADMINISTRATORS AND
THE INSTITUTIONAL TRUSTEE SHALL RECOGNIZE THE PERSONS IN WHOSE NAMES THE
DEFINITIVE CAPITAL SECURITIES CERTIFICATES ARE REGISTERED IN THE SECURITIES
REGISTER AS THE HOLDERS OF THE CAPITAL SECURITIES EVIDENCED THEREBY FOR ALL
PURPOSES UNDER THIS DECLARATION AND THE CAPITAL SECURITIES.
(B)
IF ANY GLOBAL CAPITAL SECURITY IS TO BE EXCHANGED OR TRANSFERRED
FOR DEFINITIVE CAPITAL SECURITIES CERTIFICATES OR CANCELED IN PART, OR IF ANY
DEFINITIVE CAPITAL SECURITIES CERTIFICATE IS TO BE EXCHANGED IN WHOLE OR IN PART
FOR ANY GLOBAL CAPITAL SECURITY, THEN (I) SUCH GLOBAL CAPITAL SECURITY SHALL BE
SO SURRENDERED FOR EXCHANGE, TRANSFER OR CANCELLATION AS PROVIDED IN THIS
SECTION 6.4 AND ARTICLE VIII AND (II)