BE DEEMED TO HAVE EXPRESSLY ASSENTED
AND AGREED TO THE TERMS OF, AND SHALL BE BOUND BY, THIS DECLARATION AND THE
GUARANTEE.
SECTION 6.2.
PAYING AGENT, TRANSFER AGENT, CALCULATION 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