TO THE RIGHTS OF THE
HOLDERS OF THE CAPITAL SECURITIES WITH THE RESULT THAT NO PAYMENT OF ANY
DISTRIBUTION ON, OR ANY AMOUNT PAYABLE UPON THE REDEMPTION OF, ANY COMMON
SECURITY, AND NO PAYMENT TO THE HOLDER OF ANY COMMON SECURITY ON ACCOUNT OF THE
LIQUIDATION OF THE TRUST, SHALL BE MADE UNLESS PAYMENT IN FULL IN CASH OF
(I) ALL ACCRUED AND UNPAID DISTRIBUTIONS ON ALL OUTSTANDING CAPITAL SECURITIES
FOR ALL DISTRIBUTION PERIODS TERMINATING ON OR PRIOR THERETO, (II) ALL AMOUNTS
PAYABLE UPON CAPITAL SECURITIES THEN SUBJECT TO REDEMPTION AND (III) ALL AMOUNTS
PAYABLE UPON CAPITAL SECURITIES IN THE EVENT OF THE LIQUIDATION OF THE TRUST, IN
EACH CASE, SHALL HAVE BEEN MADE OR PROVIDED FOR, AND ALL FUNDS IMMEDIATELY
AVAILABLE TO THE INSTITUTIONAL TRUSTEE SHALL FIRST BE APPLIED TO THE PAYMENT IN
FULL IN CASH OF THE AMOUNTS SPECIFIED IN CLAUSE (I), (II) AND (III) ABOVE THAT
ARE THEN DUE AND PAYABLE.
10.
ACCEPTANCE OF GUARANTEE AND INDENTURE.
EACH HOLDER OF THE CAPITAL
SECURITIES AND THE COMMON SECURITIES, BY THE ACCEPTANCE OF SUCH SECURITIES,
AGREES TO THE PROVISIONS OF THE GUARANTEE AND THE INDENTURE, INCLUDING THE
SUBORDINATION PROVISIONS THEREIN.
11.
NO PREEMPTIVE RIGHTS.
THE HOLDERS OF THE SECURITIES SHALL HAVE
NO, AND THE ISSUANCE OF THE SECURITIES IS NOT SUBJECT TO, PREEMPTIVE OR SIMILAR
RIGHTS TO SUBSCRIBE FOR ANY ADDITIONAL SECURITIES.
12.
MISCELLANEOUS.
THESE TERMS CONSTITUTE A PART OF THE DECLARATION.
THE SPONSOR WILL PROVIDE A COPY OF THE DECLARATION, THE GUARANTEE AND THE
INDENTURE TO A HOLDER WITHOUT CHARGE ON WRITTEN REQUEST TO THE SPONSOR AT ITS
PRINCIPAL PLACE OF BUSINESS.
A-I-15
EXHIBIT A-1
FORM OF CAPITAL SECURITY CERTIFICATE
FORM OF FACE OF SECURITY
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC.
THIS SECURITY IS EXCHANGEABLE FOR CAPITAL
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC
TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC)
MAY BE REGISTERED EXCEPT IN THE CIRCUMSTANCES SPECIFIED IN THE DECLARATION.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE