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.
THE ADMINISTRATORS MAY CHANGE ANY PAYING AGENT, TRANSFER AGENT OR
REGISTRAR AT ANY TIME WITHOUT PRIOR NOTICE TO ANY HOLDER.
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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.
THE INSTITUTIONAL TRUSTEE OR ANY OF ITS
AFFILIATES IN THE UNITED STATES MAY ACT AS PAYING AGENT, TRANSFER AGENT OR
REGISTRAR.
SECTION 6.3.
FORM AND DATING. THE CAPITAL SECURITIES 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
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.
THE 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 SHALL BE DATED ON OR BEFORE THE DATE
OF ITS AUTHENTICATION.
THE TERMS AND PROVISIONS OF THE SECURITIES SET FORTH IN
ANNEX I AND THE FORMS OF SECURITIES 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 A STATED LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00 AND ANY
MULTIPLE OF $1,000.00 IN EXCESS THEREOF.
The Capital Securities are being offered and sold by the Trust pursuant to the
Placement Agreement in definitive, registered form without coupons and with the
Restricted Securities Legend.
SECTION 6.4.
BOOK-ENTRY CAPITAL SECURITIES.
(a)
A Global Capital Security may be exchanged, in whole or in part,
for Definitive Capital Securities Certificates registered in the names of Owners
only if such exchange complies with Article VIII and (i) the Depositary advises
the Administrators and the Institutional Trustee in writing that the Depositary
is no longer willing or able to properly discharge its responsibilities with
respect to the Global Capital Security, and no