SUBSTANTIALLY IN THE FORM SET FORTH AS EXHIBIT C HERETO; OR (III)
TO A
NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION" UNDER, AND WITHIN THE MEANING OF,
REGULATION S UNDER THE SECURITIES ACT IF THE INSTRUMENT OF TRANSFER IS
ACCOMPANIED BY A CERTIFICATE OF THE TRANSFEREE SUBSTANTIALLY IN THE FORM SET
FORTH AS EXHIBIT E HERETO.
EACH CERTIFICATE FURNISHED PURSUANT TO THIS
SECTION 8.2(B) MAY BE AN ORIGINAL OR A COPY (WHICH MAY BE FURNISHED BY FACSIMILE
OR OTHER FORM OF ELECTRONIC TRANSMISSION).
(C)
THE CAPITAL SECURITIES MAY NOT BE TRANSFERRED PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE EXCEPT IN COMPLIANCE WITH RESTRICTIONS ON
TRANSFER SET FORTH IN THE LEGEND SET FORTH BELOW (THE "RESTRICTED SECURITIES
LEGEND"), AND EXCEPT AS OTHERWISE CONTEMPLATED IN SECTION 8.2(A), PRIOR TO THE
RESALE RESTRICTION TERMINATION DATE, EACH CERTIFICATE EVIDENCING OUTSTANDING
CAPITAL SECURITIES SHALL BEAR THE RESTRICTED SECURITIES LEGEND:
41
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY ("DTC") OR A
NOMINEE OF DTC.
THIS SECURITY IS EXCHANGEABLE FOR CAPITAL
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC
TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC)
MAY BE REGISTERED EXCEPT IN THE CIRCUMSTANCES SPECIFIED IN THE DECLARATION.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE
MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) ONE
YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(b)(1) UNDER THE
SECURITIES ACT) AFTER THE LATER OF