ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE SUCH PROPERLY COMPLETED AND
EXECUTED DOCUMENTATION, INFORMATION OR CERTIFICATION (INCLUDING, BUT NOT LIMITED
TO, INTERNAL REVENUE SERVICE FORMS W-8BEN,W-8BEN-E, W-8IMY, W-8ECI, W-8EXP AND
W-9 (OR ANY SUCCESSOR FORMS)) AS (1) WOULD REDUCE OR ELIMINATE (I) ANY TAXES
PAYABLE BY, OR WITHHELD WITH RESPECT TO AMOUNTS PAYABLE TO, THE ISSUER OR ANY
OTHER ISSUER GROUP MEMBER OR (II) WITHHOLDING TAXES IMPOSED ON ANY AMOUNT
PAYABLE BY THE TRUSTEE OR ANY AMOUNT PAID OR PAYABLE BY THE ISSUER UNDER THE
INDENTURE AND/OR (2) MAY BE HELPFUL (AS REASONABLY DETERMINED BY THE
ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE EACH IN ITS SOLE DISCRETION) FOR
THE TRUSTEE OR THE ISSUER TO SATISFY ITS OBLIGATIONS RELATING TO FATCA,
WITHHOLDING (INCLUDING BACKUP WITHHOLDING) AND INFORMATION REPORTING UNDER THE
CODE AND ANY OTHER APPLICABLE LAW.
EACH HOLDER AND BENEFICIAL OWNER OF A NOTE, BY THE ACCEPTANCE OF SUCH NOTE OR
ACQUISITION OF ANY BENEFICIAL INTEREST THEREIN, COVENANTS AND AGREES, FOR THE
BENEFIT OF THE ISSUER, (I) AT THE TIME OR TIMES PRESCRIBED BY APPLICABLE LAW
FOLLOWING A REASONABLE WRITTEN REQUEST BY THE
- A-1-2 -
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
--------------------------------------------------------------------------------
Confidential Treatment Requested: Information for which confidential treatment
has been requested is omitted and is noted with asterisks. An unredacted version
of this document has been filed separately with the Securities and Exchange
Commission.
ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE OR THEIR AGENTS, TO OBTAIN AND
PROVIDE THE ADMINISTRATIVE AGENT, THE ISSUER OR THE TRUSTEE, THE FATCA
RESPONSIBLE OFFICER OR THEIR AGENTS WITH INFORMATION OR DOCUMENTATION RELATING
TO SUCH PERSON, AND TO UPDATE OR CORRECT SUCH INFORMATION OR DOCUMENTATION, AS
IS NECESSARY OR HELPFUL (IN THE GOOD FAITH SOLE DETERMINATION OF THE ISSUER, THE
TRUSTEE OR THEIR AGENTS AS APPLICABLE) FOR THE ISSUER, ANY OTHER ISSUER GROUP
MEMBER AND THE TRUSTEE, OR THEIR AGENTS, TO COMPLY WITH THEIR OBLIGATIONS UNDER
FATCA, AND (II) THAT THE ISSUER, ANY OTHER ISSUER GROUP MEMBER, THE TRUSTEE
AND/OR THE FATCA RESPONSIBLE OFFICER MAY (1) PROVIDE SUCH INFORMATION AND
DOCUMENTATION AND ANY OTHER INFORMATION CONCERNING AN INVESTMENT IN THE NOTES TO
THE UNITED STATES INTERNAL REVENUE SERVICE AND ANY OTHER RELEVANT TAXING
AUTHORITY AND (2) TAKE SUCH OTHER STEPS AS THEY DEEM NECESSARY OR HELPFUL TO
COMPLY WITH THEIR OBLIGATIONS (OR THE OBLIGATIONS OF ANY OTHER ISSUER GROUP
MEMBER) UNDER FATCA.
BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER
WILL BE DEEMED TO HAVE AGREED AND ACKNOWLEDGED THAT UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, THE HOLDERS OF THE SERIES B NOTES, THE HOLDERS OF THE SERIES C
NOTES AND THE CERTIFICATE HOLDERS WILL HAVE THE RIGHT TO PURCHASE ALL NOTES
ISSUED UNDER THE INDENTURE TO WHICH THIS NOTE RELATES, INCLUDING THIS NOTE, IN
ACCORDANCE WITH THE TERMS OF SECTION 4.13, 4.14 OR 4.15, AS APPLICABLE, OF THE
INDENTURE TO WHICH THIS NOTE RELATES.
IF THIS NOTE IS REPRESENTED BY A GLOBAL NOTE, INSERT:
UNLESS