if the transferee is a QIB desiring a beneficial interest in a
Global Capital Security, in the name of the Depositary or its nominee, as
applicable, as the new Holder of the Security evidenced thereby.
Until the
Definitive Capital Securities Certificate evidencing the Security so transferred
is surrendered to the Registrar, such Security may not be transferred by such
new Holder.
40
EACH DEFINITIVE CAPITAL SECURITIES CERTIFICATE SURRENDERED IN CONNECTION WITH A
REGISTRATION OF TRANSFER OR EXCHANGE SHALL BE CANCELED BY THE INSTITUTIONAL
TRUSTEE PURSUANT TO SECTION 6.7.
A TRANSFEREE OF A SECURITY SHALL BE ENTITLED
TO THE RIGHTS AND SUBJECT TO THE OBLIGATIONS OF A HOLDER HEREUNDER UPON THE
REGISTRATION OF SUCH TRANSFER IN THE SECURITIES REGISTER.
EACH SUCH TRANSFEREE
SHALL BE DEEMED TO HAVE AGREED TO BE BOUND BY THIS DECLARATION.
(E)
NEITHER THE TRUST NOR THE REGISTRAR SHALL BE REQUIRED (I) TO
ISSUE CERTIFICATES REPRESENTING SECURITIES OR REGISTER THE TRANSFER OF OR
EXCHANGE ANY SECURITIES DURING A PERIOD BEGINNING AT THE OPENING OF BUSINESS 15
DAYS BEFORE THE DAY OF ANY SELECTION OF SECURITIES FOR REDEMPTION AND ENDING AT
THE CLOSE OF BUSINESS ON THE EARLIEST DATE ON WHICH THE RELEVANT NOTICE OF
REDEMPTION IS DEEMED TO HAVE BEEN GIVEN TO ALL HOLDERS OF THE SECURITIES TO BE
REDEEMED, OR (II) TO REGISTER THE TRANSFER OR EXCHANGE OF ANY SECURITY SO
SELECTED FOR REDEMPTION IN WHOLE OR IN PART, EXCEPT THE UNREDEEMED PORTION OF
ANY SECURITY BEING REDEEMED IN PART.
SECTION 8.2.
TRANSFER PROCEDURES AND RESTRICTIONS.
(A)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, CERTIFICATES
EVIDENCING CAPITAL SECURITIES SHALL BEAR THE RESTRICTED SECURITIES LEGEND.
THE
RESTRICTED SECURITIES LEGEND ON ANY CERTIFICATE EVIDENCING OUTSTANDING CAPITAL
SECURITIES SHALL NOT BE REMOVED UNLESS THERE IS DELIVERED TO THE TRUST SUCH
SATISFACTORY EVIDENCE, WHICH MAY INCLUDE AN OPINION OF COUNSEL, AS MAY BE
REASONABLY REQUIRED BY THE TRUST, THAT NEITHER THE RESTRICTED SECURITIES LEGEND
NOR THE RESTRICTIONS ON TRANSFER SET FORTH THEREIN ARE REQUIRED TO ENSURE THAT
TRANSFERS THEREOF COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT OR THAT SUCH
SECURITIES ARE NOT "RESTRICTED" WITHIN THE MEANING OF RULE 144 UNDER THE
SECURITIES ACT.
UPON PROVISION OF SUCH SATISFACTORY EVIDENCE, THE INSTITUTIONAL
TRUSTEE, AT THE WRITTEN DIRECTION OF THE TRUST, SHALL AUTHENTICATE AND DELIVER
CAPITAL SECURITIES CERTIFICATES THAT DO NOT BEAR THE RESTRICTED SECURITIES
LEGEND (OTHER THAN THE FIRST TWO AND LAST PARAGRAPHS OF THE LEGEND SPECIFIED IN
SECTION 8.2(C)) IN EXCHANGE FOR THE CAPITAL SECURITIES CERTIFICATES BEARING THE
RESTRICTED SECURITIES LEGEND.
(B)
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, WITHOUT THE
WRITTEN CONSENT OF THE SPONSOR, CAPITAL SECURITIES THAT ARE NOT BOOK-ENTRY
CAPITAL SECURITIES MAY ONLY BE TRANSFERRED:
(I) TO A QIB IF THE INSTRUMENT OF
TRANSFER IS ACCOMPANIED BY A CERTIFICATE OF THE TRANSFEROR SUBSTANTIALLY IN THE
FORM SET FORTH AS EXHIBIT D HERETO; (II) TO AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501(A) (1), (2), (3), (7) OR (8) UNDER THE SECURITIES ACT IF THE
INSTRUMENT OF TRANSFER IS ACCOMPANIED BY A CERTIFICATE OF THE TRANSFEREE