RECOGNIZE ANY EQUITABLE OR OTHER CLAIM TO OR INTEREST IN
SUCH SECURITY ON THE PART OF ANY OTHER PERSON, WHETHER OR NOT THE TRUST, THE
ADMINISTRATORS, THE TRUSTEES, THE PAYING AGENT, THE TRANSFER AGENT OR THE
REGISTRAR SHALL HAVE ACTUAL OR OTHER NOTICE THEREOF.
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 (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
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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