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 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 TRUST AND THE SPONSOR AT
THE TIME OF THE SUCCESSOR INSTITUTIONAL TRUSTEE'S ACCEPTANCE OF ITS APPOINTMENT
AS INSTITUTIONAL TRUSTEE, THAT:
50
(A)
THE INSTITUTIONAL TRUSTEE IS A BANKING
CORPORATION OR NATIONAL ASSOCIATION WITH TRUST POWERS, DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE OR THE
UNITED STATES OF AMERICA, RESPECTIVELY, WITH TRUST POWER AND AUTHORITY TO
EXECUTE AND DELIVER, AND TO CARRY OUT AND PERFORM ITS OBLIGATIONS UNDER THE
TERMS OF, THIS DECLARATION;
(B)
THE INSTITUTIONAL TRUSTEE HAS A COMBINED
CAPITAL AND SURPLUS OF AT LEAST FIFTY MILLION U.S. DOLLARS ($50,000,000);
(C)
THE INSTITUTIONAL TRUSTEE IS NOT AN
AFFILIATE OF THE SPONSOR, NOR DOES THE INSTITUTIONAL TRUSTEE OFFER OR PROVIDE
CREDIT OR CREDIT ENHANCEMENT TO THE TRUST;
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE INSTITUTIONAL TRUSTEE OF THIS DECLARATION HAS BEEN DULY AUTHORIZED BY ALL
NECESSARY ACTION ON THE PART OF THE INSTITUTIONAL