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-2-2 -
[**] = 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 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
4.14 OR 4.15, AS APPLICABLE, OF THE INDENTURE TO WHICH THIS NOTE RELATES.
IF THIS NOTE IS REPRESENTED BY A GLOBAL NOTE, INSERT:
UNLESS 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