AGENT AND REGISTRAR.
(A)
THE TRUST SHALL MAINTAIN IN WILMINGTON,
DELAWARE (I) AN OFFICE OR AGENCY WHERE THE SECURITIES MAY BE PRESENTED FOR
PAYMENT (THE "PAYING AGENT") AND (II) AN OFFICE OR AGENCY WHERE SECURITIES MAY
BE PRESENTED FOR REGISTRATION OF TRANSFER OR EXCHANGE (THE "TRANSFER AGENT").
THE TRUST SHALL KEEP OR CAUSE TO BE KEPT AT SUCH OFFICE OR AGENCY A REGISTER
(THE "SECURITIES REGISTER") FOR THE PURPOSE OF REGISTERING SECURITIES AND
TRANSFERS AND EXCHANGES OF SECURITIES, SUCH SECURITIES REGISTER TO BE HELD BY A
REGISTRAR (THE "REGISTRAR").
THE ADMINISTRATORS MAY APPOINT THE PAYING AGENT,
THE REGISTRAR AND THE TRANSFER AGENT, AND MAY APPOINT ONE OR MORE ADDITIONAL
PAYING AGENTS, ONE OR MORE CO-REGISTRARS, OR ONE OR MORE CO-TRANSFER AGENTS IN
SUCH OTHER LOCATIONS AS IT SHALL DETERMINE.
THE TERM "PAYING AGENT" INCLUDES
ANY ADDITIONAL PAYING AGENT, THE TERM "REGISTRAR" INCLUDES ANY ADDITIONAL
REGISTRAR OR CO-REGISTRAR AND THE TERM "TRANSFER AGENT" INCLUDES ANY ADDITIONAL
TRANSFER AGENT OR CO-TRANSFER AGENT.
THE ADMINISTRATORS MAY CHANGE ANY PAYING
AGENT, TRANSFER AGENT OR REGISTRAR AT ANY TIME WITHOUT PRIOR NOTICE TO ANY
HOLDER.
THE ADMINISTRATORS SHALL NOTIFY THE INSTITUTIONAL TRUSTEE OF THE NAME
AND ADDRESS OF ANY PAYING AGENT, TRANSFER AGENT AND REGISTRAR NOT A PARTY TO
THIS DECLARATION.
THE ADMINISTRATORS HEREBY INITIALLY APPOINT THE INSTITUTIONAL
TRUSTEE TO ACT AS PAYING AGENT, TRANSFER AGENT AND REGISTRAR FOR THE CAPITAL
SECURITIES AND THE COMMON SECURITIES AT ITS CORPORATE TRUST OFFICE.
THE
INSTITUTIONAL TRUSTEE OR ANY OF ITS AFFILIATES IN THE UNITED STATES MAY ACT AS
PAYING AGENT, TRANSFER AGENT OR REGISTRAR.
(B)
THE TRUST SHALL ALSO APPOINT A CALCULATION
AGENT, WHICH SHALL DETERMINE THE COUPON RATE IN ACCORDANCE WITH THE TERMS OF THE
SECURITIES.
THE TRUST INITIALLY APPOINTS THE INSTITUTIONAL TRUSTEE AS
CALCULATION AGENT.
SECTION 6.3.
FORM AND DATING.
(A)
THE CAPITAL SECURITIES SHALL BE EVIDENCED
BY ONE OR MORE CERTIFICATES, AND THE INSTITUTIONAL TRUSTEE'S CERTIFICATE OF
AUTHENTICATION THEREON SHALL BE, SUBSTANTIALLY IN THE FORM OF EXHIBIT A-1, AND
THE COMMON SECURITIES SHALL BE EVIDENCED BY ONE OR MORE CERTIFICATES
SUBSTANTIALLY IN THE FORM OF EXHIBIT A-2, EACH OF WHICH IS HEREBY INCORPORATED
IN AND EXPRESSLY MADE A PART OF THIS DECLARATION.
CERTIFICATES MAY BE TYPED,
PRINTED, LITHOGRAPHED OR ENGRAVED OR MAY BE PRODUCED IN ANY OTHER MANNER AS IS
REASONABLY ACCEPTABLE TO THE ADMINISTRATORS, AS CONCLUSIVELY EVIDENCED BY THEIR
EXECUTION THEREOF.
CERTIFICATES EVIDENCING SECURITIES MAY HAVE LETTERS,
NUMBERS, NOTATIONS OR OTHER MARKS OF IDENTIFICATION OR DESIGNATION AND SUCH
LEGENDS OR ENDORSEMENTS REQUIRED BY LAW, STOCK EXCHANGE RULE, AGREEMENTS TO
WHICH THE TRUST IS SUBJECT, IF ANY, OR USAGE (PROVIDED, THAT ANY SUCH NOTATION,
LEGEND OR ENDORSEMENT IS IN A FORM ACCEPTABLE TO THE SPONSOR).
THE TRUST AT THE
DIRECTION OF THE SPONSOR SHALL FURNISH ANY SUCH LEGEND NOT CONTAINED IN EXHIBIT
A-1 TO THE INSTITUTIONAL TRUSTEE IN WRITING.
EACH CAPITAL SECURITY CERTIFICATE
SHALL BE 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