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 THIS
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 ADMINISTRATIVE AGENT, THE ISSUER
OR THE
- 60 -
[**] = 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.
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.
(b)
Each Global Note shall also bear the following legend:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE
FOR THIS NOTE 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 HEREON 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.
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF