OF THE DOCUMENTS REQUIRED UNDER THIS SECTION 8.1(D) FOR REGISTRATION OF
TRANSFER OF ANY SECURITIES, THE
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REGISTRAR SHALL REGISTER IN THE SECURITIES REGISTER, IN THE NAME OF THE
DESIGNATED TRANSFEREE OR TRANSFEREES, THE SECURITIES BEING TRANSFERRED AND
THEREUPON, FOR ALL PURPOSES OF THIS DECLARATION, SUCH TRANSFER SHALL BE
EFFECTIVE AND SUCH TRANSFEREE OR TRANSFEREES SHALL BE, AND SUCH TRANSFEROR SHALL
NO LONGER BE, THE HOLDER OF THE TRANSFERRED SECURITIES.
UPON THE REGISTRATION
OF TRANSFER OF A SECURITY PURSUANT TO THE TERMS OF THIS DECLARATION IN THE NAME
OF THE NEW HOLDER THEREOF, SUCH SECURITY SHALL CONSTITUTE THE SAME SECURITY AS
THE SECURITY SO TRANSFERRED AND SHALL BE ENTITLED TO THE SAME BENEFITS UNDER
THIS DECLARATION AS THE SECURITY SO TRANSFERRED.
THE REGISTRAR SHALL, AND IS
AUTHORIZED TO, RECORD AND REGISTER IN THE SECURITIES REGISTER THE TRANSFER OF A
SECURITY UPON THE REGISTRAR'S RECEIPT OF ORIGINALS OR COPIES (WHICH MAY BE BY
FACSIMILE OR OTHER FORM OF ELECTRONIC TRANSMISSION) OF (I) A WRITTEN INSTRUMENT
OF TRANSFER IN FORM REASONABLY SATISFACTORY TO THE REGISTRAR DULY EXECUTED BY
THE HOLDER OR SUCH HOLDER'S ATTORNEY DULY AUTHORIZED IN WRITING, AND (II) IF
SUCH SECURITY IS BEING TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION
DATE OTHER THAN IN ACCORDANCE WITH SECTION 8.4, A CERTIFICATE SUBSTANTIALLY IN
THE FORM SET FORTH AS EXHIBIT B, C OR D, AS APPLICABLE, HERETO, EXECUTED BY THE
TRANSFEROR OR TRANSFEREE, AS APPLICABLE; THEREUPON, THE REGISTRAR IS AUTHORIZED
TO CONFIRM IN WRITING TO THE TRANSFEREE AND, IF REQUESTED, TO THE TRANSFEROR OF
SUCH SECURITY THAT SUCH TRANSFER HAS BEEN REGISTERED IN THE SECURITIES REGISTER
AND THAT SUCH TRANSFEREE IS THE HOLDER OF SUCH SECURITY.
THE CERTIFICATE
EVIDENCING THE SECURITY SO TRANSFERRED, DULY ENDORSED BY THE TRANSFEROR, 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 SECURITY ON 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 AS THE NEW HOLDER OF THE SECURITY
EVIDENCED THEREBY.
UNTIL THE CERTIFICATE EVIDENCING THE SECURITY SO TRANSFERRED
IS SURRENDERED TO THE REGISTRAR, SUCH SECURITY MAY NOT BE TRANSFERRED BY SUCH
NEW HOLDER.
EACH CERTIFICATE SURRENDERED IN CONNECTION WITH A REGISTRATION OF
TRANSFER SHALL BE CANCELED BY THE INSTITUTIONAL TRUSTEE PURSUANT TO
SECTION 6.6.
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