Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Information reporting requirements generally will apply to payments of the Offer Price or the Merger Consideration, as applicable, unless the recipient is an exempt recipient such as a corporation. In addition, backup withholding at the applicable rate (currently 28%) will apply to the payments if a U.S. Holder fails to provide its taxpayer identification number (“TIN”) and otherwise comply with the applicable requirements of the U.S. backup withholding rules. In order to prevent U.S. federal income tax backup withholding with respect to payments, a U.S. holder must provide the Depositary with such holder’s correct TIN and certify that such holder is not subject to backup withholding by completing the IRS Form W-9 in the Letter of Transmittal. Certain holders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a holder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on the holder, and payments to the holder pursuant to the Offer or the Merger, as applicable, may be subject to backup withholding. All U.S. holders should complete and sign the IRS Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. Foreign shareholders should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the Depositary or the Information Agent) in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See Instruction 9 of the Letter of Transmittal. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s United States federal income tax liability provided the required information is timely furnished to the IRS. Table of Contents

Information Reporting and Backup Withholding. Information The Debtors will withhold all amounts required by law to be withheld from payments of interest and dividends. The Debtors will comply with all applicable reporting requirements generally will of the Tax Code. In general, information reporting requirements may apply to distributions or payments made to a Holder of a Claim under the Offer Price or the Merger ConsiderationPlan, as applicable, unless well as future payments made with respect to the recipient is an exempt recipient such as a corporationconsideration received under the Plan. In addition, backup withholding at the applicable rate (currently 28%) of taxes will generally apply to payments in respect of a Claim under the Plan, as well as future payments if a U.S. Holder fails to provide its taxpayer identification number (“TIN”) and otherwise comply with the applicable requirements of the U.S. backup withholding rules. In order to prevent U.S. federal income tax backup withholding made with respect to paymentsthe consideration received under the Plan, unless, in the case of a U.S. holder must provide the Depositary with Holder, such holder’s correct TIN and certify that such holder is not subject to backup withholding by completing the U.S. Holder provides a properly executed IRS Form W-9 or, in the Letter case of Transmittal. Certain holders (includinga non-U.S. Holder, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If such non-U.S. Holder provides a holder does not provide its correct TIN or fails to provide the certifications described above, the properly executed applicable IRS may impose a penalty on the holder, and payments to the holder pursuant to the Offer or the Merger, as applicable, may be subject to backup withholding. All U.S. holders should complete and sign the IRS Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. Foreign shareholders should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the Depositary or the Information Agent) or, in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See Instruction 9 of the Letter of Transmittaleach case, such Holder otherwise establishes eligibility for an exemption). Backup withholding is not an additional tax. Any Amounts withheld under the backup withholding rules may be credited against a Holder’s U.S. federal income tax liability, and the Holder may obtain a refund of any excess amounts withheld under the backup withholding rules will be allowed as by filing an appropriate claim for refund with the IRS (generally, a refund or a credit against a U.S. holder’s United States federal income tax liability provided return). In addition, the required information is timely furnished Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders are urged to consult their tax advisors regarding these regulations and whether the IRStransactions contemplated by the Plan would be subject to these regulations and require disclosure on the Holders’ tax returns. Table of ContentsTHE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

Information Reporting and Backup Withholding. Information reporting requirements generally will apply Payments made to payments stockholders of the Offer Price or the Merger Consideration, as applicable, unless the recipient is an exempt recipient such as a corporation. In addition, backup withholding at the applicable rate (currently 28%) will apply to the payments if a U.S. Holder fails to provide its taxpayer identification number (“TIN”) and otherwise comply with the applicable requirements of the U.S. backup withholding rules. In order to prevent U.S. federal income tax backup withholding with respect to payments, a U.S. holder must provide the Depositary with such holder’s correct TIN and certify that such holder is not subject to backup withholding by completing the IRS Form W-9 Company in the Letter of Transmittal. Certain holders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a holder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on the holder, and payments to the holder pursuant to the Offer or the Merger, as applicable, Merger generally will be subject to information reporting and may be subject to backup withholding of U.S. federal income tax on payments for Shares purchased in the Offer or exchanged in the Merger (currently at a rate of 24%). To avoid backup withholding. All , a U.S. holders stockholder or payee should complete and sign return the IRS Internal Revenue Service (“IRS”) Form W-9 included in the Letter of Transmittal Transmittal, listing such U.S. stockholder’s correct taxpayer identification number and certifying that such stockholder is a U.S. person, that the taxpayer identification number provided is correct, and that such stockholder is not subject to backup withholding. Failure to provide the information necessary on the IRS Form W-9 may subject a stockholder to avoid backup withholding on a payment pursuant to the Offer or the Merger for all Shares purchased from or exchanged by such stockholder. Certain stockholders or payees (including, among others, corporations, non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. An exempt U.S. stockholder or payee should indicate its exempt status on IRS Form W-9. Any foreign stockholder or payee should submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable IRS Form W-8) attesting to such exempt foreign status in order to qualify for an exemption from information reporting and backup withholding. Foreign shareholders should complete and sign A disregarded domestic entity that has a regarded foreign owner must use the appropriate IRS Form W-8 (W-8, and not the IRS Form W-9. Information disclosed on an applicable IRS Form by a copy of which stockholder or payee may be obtained from disclosed to the Depositary or the Information Agent) in order to avoid backup withholding. Such shareholders should consult a local tax advisor to determine which Form W-8 is appropriate. See Instruction 9 authorities of the Letter of Transmittalforeign stockholder under an applicable tax treaty or an information exchange agreement. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a refund from the IRS or a credit against a stockholder’s U.S. holder’s United States federal income tax liability liability, provided the required information is timely furnished to the IRS. Table of ContentsEach stockholder and payee should consult their tax advisors as to any qualification for exemption from backup withholding and the procedure for obtaining any such exemption.

Information Reporting and Backup Withholding. Information reporting requirements Distributions on, and the payment of the proceeds of a disposition of, our common stock generally will apply be subject to payments information reporting if made within the United States or through certain U.S.-related financial intermediaries. Information returns are required to be filed with the IRS and copies of information returns may be made available to the tax authorities of the Offer Price country in which a holder resides or is incorporated under the Merger Consideration, as applicable, unless provisions of a specific treaty or agreement. Backup withholding may also apply if the recipient is an exempt recipient such as a corporation. In addition, backup withholding at the applicable rate (currently 28%) will apply to the payments if a U.S. Holder holder fails to provide its certification of exempt status or a correct U.S. taxpayer identification number (“TIN”) and otherwise comply with the applicable requirements of the U.S. backup withholding rulesrequirements. In order to prevent U.S. federal income tax backup withholding with respect to paymentsGenerally, a U.S. holder must provide the Depositary with such holder’s correct TIN and certify that such holder is not subject to backup withholding by completing the IRS Form W-9 in the Letter of Transmittal. Certain holders (including, among others, all corporations and certain foreign individuals and entities) may will not be subject to backup withholding. If withholding if it provides a holder does not provide its correct TIN properly completed and executed IRS Form W-9 or fails to provide the certifications described above, the appropriate IRS may impose a penalty on the holder, and payments to the holder pursuant to the Offer or the MergerForm W-8, as applicable, may be subject to backup withholding. All U.S. holders should complete and sign the IRS Form W-9 included in the Letter of Transmittal to provide the information necessary to avoid backup withholding. Foreign shareholders should complete and sign the appropriate Form W-8 (a copy of which may be obtained from the Depositary or the Information Agent) in order to avoid backup withholding. Such shareholders should consult a tax advisor to determine which Form W-8 is appropriate. See Instruction 9 of the Letter of Transmittal. Backup withholding is not an additional tax. Any amounts Amounts withheld under the backup withholding rules will may be allowed as a refund refunded or a credit credited against a U.S. the holder’s United States U.S. federal income tax liability liability, if any, provided the required certain information is timely furnished to filed with the IRS. Table Sections 1471 through 1474 of Contentsthe Code (commonly referred to as “FATCA”) impose a separate reporting regime and potentially a 30% withholding tax on certain payments, including payments of dividends on our common shares. Withholding under FATCA generally applies to payments made to or through a foreign entity if such entity fails to satisfy certain disclosure and reporting rules. These rules generally require (i) in the case of a foreign financial institution, that the financial institution agree to identify and provide information in respect of financial accounts held (directly or indirectly) by U.S. persons and U.S.-owned entities, and, in certain instances, to withhold on payments to account holders that fail to provide the required information, and (ii) in the case of a non-financial foreign entity, that the entity either identify and provide information in respect of its substantial U.S. owners or certify that it has no such U.S. owners. FATCA withholding also potentially applies to payments of gross proceeds from the sale or other disposition of our common stock. Proposed regulations, however, would eliminate FATCA withholding on such payments, and the U.S. Treasury Department has indicated that taxpayers may rely on this aspect of the proposed regulations until final regulations are issued. Non-U.S. holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA. FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the Non-U.S.holder satisfies the holder’s own FATCA obligations. The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA. Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements. You are encouraged to consult with your own tax advisor regarding the possible implications of FATCA on your investment in our common shares, including the applicability of any intergovernmental agreements.