SUCH
CERTIFICATES NEVERTHELESS MAY BE DELIVERED AS THOUGH THE PERSON WHO SIGNED SUCH
CERTIFICATES HAD NOT CEASED TO BE SUCH ADMINISTRATOR.
ANY CERTIFICATE MAY BE
SIGNED ON BEHALF OF THE 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 PURCHASER
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