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 A-2 ARE PART OF THE TERMS OF THIS DECLARATION AND TO THE EXTENT
APPLICABLE, THE INSTITUTIONAL TRUSTEE, THE DELAWARE TRUSTEE, THE ADMINISTRATORS
AND THE SPONSOR, BY THEIR EXECUTION AND DELIVERY OF THIS DECLARATION, EXPRESSLY
AGREE TO SUCH TERMS AND PROVISIONS AND TO BE BOUND THEREBY.
CAPITAL SECURITIES
WILL BE ISSUED ONLY IN BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS
THAN $100,000.
(B)
THE CAPITAL SECURITIES ARE BEING OFFERED AND
SOLD BY THE TRUST INITIALLY PURSUANT TO THE PLACEMENT AGREEMENT IN DEFINITIVE
FORM, REGISTERED IN THE NAME OF THE HOLDER THEREOF, WITHOUT COUPONS AND WITH THE
RESTRICTED SECURITIES LEGEND.
SECTION 6.4.
MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
IF (A) ANY
MUTILATED CERTIFICATE SHOULD BE SURRENDERED TO THE REGISTRAR, OR IF THE
REGISTRAR SHALL RECEIVE EVIDENCE TO ITS SATISFACTION OF THE DESTRUCTION, LOSS OR
THEFT OF ANY CERTIFICATE AND (B) THE RELATED HOLDER SHALL DELIVER TO THE
REGISTRAR, THE ADMINISTRATORS AND THE INSTITUTIONAL TRUSTEE SUCH SECURITY OR
INDEMNITY AS MAY BE REASONABLY REQUIRED BY THEM TO KEEP EACH OF THEM HARMLESS,
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