IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN
THIS DECLARATION AND IN THE TERMS OF THE SECURITIES.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY TRANSFER OR PURPORTED TRANSFER OF ANY SECURITY
NOT MADE IN ACCORDANCE WITH THIS DECLARATION SHALL BE NULL AND VOID AND WILL BE
DEEMED TO BE OF NO LEGAL EFFECT WHATSOEVER AND ANY SUCH TRANSFEREE SHALL BE
DEEMED NOT TO BE THE HOLDER OF SUCH CAPITAL SECURITIES FOR ANY PURPOSE,
INCLUDING BUT NOT LIMITED TO THE RECEIPT OF DISTRIBUTIONS ON SUCH CAPITAL
SECURITIES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER
IN SUCH CAPITAL SECURITIES.
(D)
THE REGISTRAR SHALL PROVIDE FOR THE
REGISTRATION OF SECURITIES AND OF TRANSFERS OF SECURITIES, WHICH WILL BE
EFFECTED WITHOUT CHARGE BUT ONLY UPON PAYMENT (WITH SUCH INDEMNITY AS THE
REGISTRAR MAY REQUIRE) IN RESPECT OF ANY TAX OR OTHER GOVERNMENTAL CHARGES THAT
MAY BE IMPOSED IN RELATION TO IT.
UPON SURRENDER FOR REGISTRATION OF TRANSFER
OF ANY SECURITIES, THE REGISTRAR SHALL CAUSE ONE OR MORE NEW SECURITIES OF THE
SAME TENOR TO BE ISSUED IN THE NAME OF THE DESIGNATED TRANSFEREE OR
TRANSFEREES.
EVERY SECURITY SURRENDERED FOR REGISTRATION OF TRANSFER SHALL BE
ACCOMPANIED BY A WRITTEN INSTRUMENT OF TRANSFER IN FORM SATISFACTORY TO THE
REGISTRAR DULY EXECUTED BY THE HOLDER OR SUCH HOLDER'S ATTORNEY DULY AUTHORIZED
IN WRITING.
EACH SECURITY SURRENDERED FOR REGISTRATION OF TRANSFER SHALL BE
CANCELED BY THE INSTITUTIONAL TRUSTEE PURSUANT TO SECTION 6.7.
A TRANSFEREE OF
A SECURITY SHALL BE ENTITLED TO THE RIGHTS AND
31
SUBJECT TO THE OBLIGATIONS OF A HOLDER HEREUNDER UPON THE RECEIPT BY SUCH
TRANSFEREE OF A SECURITY.
BY ACCEPTANCE OF A SECURITY, EACH TRANSFEREE SHALL BE
DEEMED TO HAVE AGREED TO BE BOUND BY THIS DECLARATION.
(E)
THE TRUST SHALL NOT BE REQUIRED (I) TO
ISSUE, REGISTER THE TRANSFER OF, OR EXCHANGE ANY SECURITIES DURING A PERIOD
BEGINNING AT THE OPENING OF BUSINESS FIFTEEN 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)
THE CAPITAL SECURITIES SHALL BEAR THE
RESTRICTED SECURITIES LEGEND, WHICH SHALL NOT BE REMOVED UNLESS THERE IS
DELIVERED TO THE TRUST SUCH SATISFACTORY EVIDENCE, WHICH MAY INCLUDE AN OPINION
OF COUNSEL SATISFACTORY TO THE INSTITUTIONAL TRUSTEE, AS MAY BE REASONABLY
REQUIRED BY THE TRUST, THAT NEITHER THE LEGEND NOR THE RESTRICTIONS ON TRANSFER
SET FORTH THEREIN ARE REQUIRED TO ENSURE THAT TRANSFERS THEREOF COMPLY WITH THE
PROVISIONS OF 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 THAT DO NOT BEAR THE