PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON SUCH CAPITAL SECURITIES, AND SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH CAPITAL SECURITIES.
SECTION 8.3.
DEEMED SECURITY HOLDERS.
THE TRUST, THE ADMINISTRATORS, THE
TRUSTEES, THE PAYING AGENT, THE TRANSFER AGENT OR THE REGISTRAR MAY TREAT THE
PERSON IN WHOSE NAME ANY SECURITY SHALL BE REGISTERED ON THE SECURITIES REGISTER
OF THE TRUST AS THE SOLE HOLDER AND OWNER OF SUCH SECURITY FOR PURPOSES OF
RECEIVING DISTRIBUTIONS AND FOR ALL OTHER PURPOSES WHATSOEVER AND, ACCORDINGLY,
SHALL NOT BE BOUND TO 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.
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
39
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
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 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
AS