SECTION 8.4.
TRANSFER OF INITIAL SECURITIES.
WITH RESPECT TO CAPITAL
SECURITIES THAT ARE NOT BOOK-ENTRY CAPITAL SECURITIES, AND NOTWITHSTANDING THE
FOREGOING PROVISIONS OF THIS ARTICLE VIII OR ANY OTHER PROVISION OF THIS
DECLARATION (INCLUDING ALL ANNEXES AND EXHIBITS HERETO) TO THE CONTRARY, ANY OR
ALL OF THE CAPITAL SECURITIES INITIALLY ISSUED TO THE PURCHASER (THE "INITIAL
SECURITIES") MAY BE TRANSFERRED BY THE PURCHASER TO ANY TRANSFEREE SELECTED BY
IT
THAT MEETS THE PARAMETERS SPECIFIED BELOW AND, UPON DELIVERY TO THE
REGISTRAR, OF ORIGINALS OR COPIES
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(WHICH MAY BE BY FACSIMILE OR OTHER FORM OF ELECTRONIC TRANSMISSION) OF A
WRITTEN INSTRUMENT OF TRANSFER IN FORM REASONABLY SATISFACTORY TO THE REGISTRAR
DULY EXECUTED BY THE PURCHASER OR THE PURCHASER'S ATTORNEY DULY AUTHORIZED IN
WRITING (IT BEING UNDERSTOOD THAT NO SIGNATURE GUARANTEE SHALL BE REQUIRED),
THEN THE REGISTRAR SHALL, AND IS AUTHORIZED TO, RECORD AND REGISTER ON THE
SECURITIES REGISTER THE TRANSFER OF SUCH INITIAL SECURITIES TO SUCH TRANSFEREE;
THEREUPON, THE REGISTRAR IS AUTHORIZED TO CONFIRM IN WRITING TO THE TRANSFEREE
AND, IF REQUESTED, TO THE TRANSFEROR OF SUCH INITIAL SECURITIES THAT SUCH
TRANSFER HAS BEEN REGISTERED IN THE SECURITIES REGISTER AND THAT SUCH TRANSFEREE
IS THE HOLDER OF SUCH INITIAL SECURITIES; PROVIDED, HOWEVER, THAT THE PURCHASER
OF THE INITIAL SECURITIES, BY ITS ACCEPTANCE THEREOF, AGREES THAT IT MAY NOT
TRANSFER ANY INITIAL SECURITIES PRIOR TO THE RESALE RESTRICTION TERMINATION DATE
TO ANY TRANSFEREE THAT IS NOT A QIB, AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(A)(1), (2), (3), (7) OR (8) UNDER THE SECURITIES ACT OR A NON-"U.S.
PERSON" IN AN "OFFSHORE TRANSACTION" UNDER, AND WITHIN THE MEANING OF,
REGULATION S UNDER THE SECURITIES ACT.
THE DEFINITIVE CAPITAL SECURITIES
CERTIFICATE EVIDENCING THE INITIAL SECURITIES TO BE TRANSFERRED, DULY ENDORSED
BY THE PURCHASER, SHALL BE SURRENDERED TO THE REGISTRAR AT THE TIME THE TRANSFER
CONDITIONS SPECIFIED IN THE IMMEDIATELY PRECEDING SENTENCE ARE SATISFIED OR
WITHIN FIVE (5) BUSINESS DAYS AFTER THE REGISTRAR HAS REGISTERED THE TRANSFER OF
SUCH INITIAL SECURITIES IN THE SECURITIES REGISTER, AND PROMPTLY AFTER SUCH
SURRENDER, AN ADMINISTRATOR ON BEHALF OF THE TRUST SHALL EXECUTE AND, IN THE
CASE OF A CAPITAL SECURITY CERTIFICATE, THE INSTITUTIONAL TRUSTEE SHALL, AND IS
AUTHORIZED TO, AUTHENTICATE A CERTIFICATE IN THE NAME OF THE TRANSFEREE OR, 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 INITIAL SECURITIES EVIDENCED THEREBY.
UNTIL THE DEFINITIVE
CAPITAL SECURITIES CERTIFICATE EVIDENCING THE INITIAL SECURITIES SO TRANSFERRED
IS SURRENDERED TO THE REGISTRAR, SUCH INITIAL SECURITIES MAY NOT BE TRANSFERRED
BY SUCH NEW HOLDER.
NO OTHER CONDITIONS, RESTRICTIONS OR OTHER PROVISIONS OF
THIS DECLARATION OR ANY OTHER DOCUMENT SHALL APPLY TO A TRANSFER OF INITIAL
SECURITIES BY THE PURCHASER.
SECTION 8.5.
OBLIGATION OF THE TRUST TO ELIMINATE A DTC DELIVER ORDER CHILL IN
CERTAIN CIRCUMSTANCES.
IN THE EVENT THAT:
(A)
THE DTC IS THE DEPOSITARY OF A GLOBAL
CAPITAL SECURITY REPRESENTING BOOK-ENTRY CAPITAL SECURITIES ELIGIBLE