FOR U.S. FEDERAL INCOME PURPOSES,
SHALL REPORT ALL INCOME (OR LOSS) IN ACCORDANCE WITH SUCH TREATMENT AND SHALL
TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT UNLESS REQUIRED BY ANY RELEVANT
TAXING AUTHORITY.
EACH HOLDER AND EACH BENEFICIAL OWNER OF THIS SUBORDINATED NOTE REPRESENTS THAT
IT IS A U.S. TAX PERSON AND AGREES TO PROVIDE THE ISSUER AND THE TRUSTEE (AND
ANY OF THEIR AGENTS) WITH A CORRECT, COMPLETE AND PROPERLY EXECUTED IRS FORM W-9
(OR APPLICABLE SUCCESSOR FORM), AND ACKNOWLEDGES THAT IF IT FAILS TO PROVIDE THE
ISSUER AND THE TRUSTEE (AND ANY OF THEIR AGENTS) WITH THE PROPERLY COMPLETED AND
SIGNED TAX CERTIFICATIONS SPECIFIED ABOVE, THE ACQUISITION OF ITS INTEREST IN
SUCH SUBORDINATED NOTE SHALL BE VOID AB INITIO.
EACH HOLDER AND EACH BENEFICIAL OWNER OF THIS SUBORDINATED NOTE AGREES TO
DELIVER TO THE TRANSFEREE, WITH A COPY TO THE TRUSTEE, PRIOR TO THE TRANSFER OF
SUCH SUBORDINATED NOTE, A PROPERLY COMPLETED CERTIFICATE, IN A FORM REASONABLY
ACCEPTABLE TO THE TRANSFEREE AND THE TRUSTEE, STATING, UNDER PENALTY OF PERJURY,
THE TRANSFEROR'S UNITED STATES TAXPAYER IDENTIFICATION NUMBER AND THAT THE
TRANSFEROR IS NOT A FOREIGN PERSON WITHIN THE MEANING OF SECTION 1446(F)(2) OF
THE CODE. SUCH HOLDER OR BENEFICIAL OWNER FURTHER ACKNOWLEDGES THAT THE FAILURE
TO PROVIDE A NON-FOREIGN STATUS CERTIFICATE TO THE TRANSFEREE MAY RESULT IN
WITHHOLDING ON THE AMOUNT REALIZED ON ITS DISPOSITION OF SUCH SUBORDINATED NOTE.
THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY HOLDER OR
BENEFICIAL OWNER OF A SUBORDINATED NOTE WHO HAS MADE OR HAS BEEN DEEMED TO MAKE
A PROHIBITED TRANSACTION, BENEFIT PLAN INVESTOR, CONTROLLING PERSON, SIMILAR LAW
OR OTHER PLAN LAW REPRESENTATION THAT IS SUBSEQUENTLY SHOWN TO BE FALSE OR
MISLEADING OR WHOSE OWNERSHIP OTHERWISE CAUSES A VIOLATION OF THE 25% LIMITATION
TO SELL ITS INTEREST IN THE SUBORDINATED NOTE, OR MAY SELL SUCH INTEREST ON
BEHALF OF SUCH OWNER.
NO TRANSFER OF A SUBORDINATED NOTE OR ANY INTEREST THEREIN WILL BE PERMITTED,
AND THE TRUSTEE WILL NOT RECOGNIZE ANY SUCH TRANSFER, IF IT WOULD CAUSE 25% OR
MORE OF THE TOTAL VALUE OF THE SUBORDINATED NOTES TO BE HELD BY BENEFIT PLAN
INVESTORS, DISREGARDING SUBORDINATED NOTES (OR INTERESTS THEREIN) HELD BY
CONTROLLING PERSONS.
Exhibit A-2-5
IF THIS NOTE IS A RULE 144A GLOBAL SUBORDINATED NOTE, THE FOLLOWING LEGEND SHALL
APPLY:
(1) EACH PERSON WHO PURCHASES AN INTEREST IN THIS NOTE FROM THE ISSUER AS PART
OF THE INITIAL OFFERING ON THE CLOSING DATE WILL BE REQUIRED TO REPRESENT AND
WARRANT IN WRITING TO THE TRUSTEE (A) WHETHER OR NOT, FOR SO LONG AS IT HOLDS
THIS NOTE OR AN INTEREST HEREIN, IT IS OR WILL BECOME (OR OTHERWISE ACTS ON
BEHALF OF) A BENEFIT PLAN INVESTOR ON ANY DAY FROM THE DATE ON WHICH IT ACQUIRES
ITS INTEREST IN SUCH SUBORDINATED NOTES THROUGH AND INCLUDING THE DATE ON WHICH
IT DISPOSES OF SUCH INTEREST IN SUCH SUBORDINATED NOTES, (B) WHETHER OR NOT, FOR
SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN, IT IS OR WILL