Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. Generally, we or an applicable withholding agent must report annually to the IRS and to non-U.S. holders the amount of interest (including any additional interest that we may be required to pay under circumstances described under ‘‘Description of Notes—Events of Default’’) and dividends paid to non-U.S. holders (including constructive dividends deemed paid) and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest, dividends and withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty. In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest or dividends that we make, provided the statement described above in the last bullet point under ‘‘—Payments of Interest’’ has been received (and we or an applicable withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient). In addition, a non-U.S. holder will be subject to information reporting and, depending on the circumstances, backup withholding at a rate of 24% with respect to payments of the proceeds of the sale of a note or share of common stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the statement described above has been received (and the payer does not have actual knowledge or reason to know that a holder is a U.S. person, as defined under the Code, that is not an exempt recipient) or the non-U.S. holder otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is furnished timely to the IRS.

Information Reporting and Backup Withholding. GenerallyIn general, we or an applicable withholding agent must report annually interest payments, principal payments, and proceeds received from the sale of a note will be reported to U.S. holders and to the IRS. In addition, a U.S. holder of a note may be subject to backup withholding tax at the applicable rate with respect to such payments or proceeds if the U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. In general, interest payments to non-U.S. holders the amount of interest (including any additional interest that we may be required to pay under circumstances described under ‘‘Description of Notes—Events of Default’’) and dividends paid to non-U.S. holders (including constructive dividends deemed paid) and the amount of taxtax withheld with respect to such payments, if any, withheld with respect will be reported to the non-U.S. holder and the IRS. In addition, copies of those payments. Copies of the information returns reporting such interest, dividends and withholding also may also be made available available, under the provisions of a specific treaty or agreement, to the tax taxing authorities in of the country in which a the non-U.S. holder resides under the provisions of an applicable income tax treatyor is incorporated. In general, a A non-U.S. holder will not be subject to backup withholding with respect to payments of interest or dividends that we make, principal payments on the notes if such holder has provided the statement described above in the last bullet point under ‘‘“—Payments of Interest’’ has been received (U.S. Federal Withholding Tax” and we or an applicable withholding agent the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, as defined under the Code, that is not an exempt recipient)information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting and, depending on the circumstances, backup withholding at a rate of 24% with respect to payments of the proceeds of the sale of a note or share of common stock made within the United States or conducted through certain U.S.-related U.S. financial intermediaries, unless intermediaries if the payor receives the statement described above has been received (and the payer does not have actual knowledge or reason to know that a the holder is a U.S. person, as defined under the Code, that is not an exempt recipient) person or the non-U.S. holder otherwise establishes an exemption. Any Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if available. Backup withholding is not an additional tax, and amounts withheld under the as backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided liability, as long as the required information is timely furnished timely to the IRS.

Information Reporting and Backup Withholding. Generally, we or an applicable withholding agent must report annually to the IRS and to non-U.S. holders the amount Payments of interest (including any additional interest that we may be required to pay under circumstances described under ‘‘Description of Notes—Events of Default’’) and dividends paid to non-U.S. holders (including constructive dividends deemed paid) and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest, dividends and withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treaty. In general, a non-U.S. holder generally will not be subject to backup withholding with respect to payments of interest or dividends that we makewithholding, provided the statement described above in the last bullet point under ‘‘—Payments of Interest’’ has been received (and we or an applicable withholding agent does not have actual knowledge or reason to know that the such holder is a United States person for U.S. personfederal income tax purposes, and the holder has provided the statement described above under “—Payments of stated interest and OID.” However, if interest is treated as defined U.S. source, payors will generally be required to report annually to the IRS and to the non-U.S. holder the amount of, and the tax withheld with respect to, any interest paid to the non-U.S. holder, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the Code, that is not an exempt recipient)provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides. In addition, a A non-U.S. holder will not be subject to backup withholding or information reporting and, depending on the circumstances, backup withholding at a rate of 24% with respect to payments of the proceeds of the sale or other disposition (including a retirement or redemption) of a note or share of common stock Note within the United States or conducted through certain U.S.-related financial intermediaries, unless brokers if the payor receives the statement described above has been received (under “—Payments of stated interest and the payer OID” and does not have actual knowledge or reason to know that a such holder is a United States person for U.S. personfederal income tax purposes, as defined under the Code, that is not an exempt recipient) or the non-U.S. holder otherwise establishes an exemption. Any Proceeds of a disposition of a Note paid outside the United States and conducted through a non-U.S. office of a non-U.S. broker (other than a U.S.-related broker as mentioned above) generally will not be subject to backup withholding or information reporting. Backup withholding is not an additional tax and a non-U.S. holder generally will be entitled to credit any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. the holder’s U.S. federal income tax liability or may claim a refund provided that the required information is furnished timely to the IRSIRS in a timely manner.

Information Reporting and Backup Withholding. Generally, we or an applicable withholding agent must report annually Payments made to a holder of Shares upon such holder’s exchange of Shares pursuant to the IRS and to non-U.S. holders Offer or the amount of interest (including any additional interest that we Merger may be required subject to pay under circumstances described under ‘‘Description of Notes—Events of Default’’) information reporting, and dividends the cash consideration paid to non-a holder of Shares may be subject to backup withholding (currently at the rate of 28%). A U.S. holders holder will not be subject to backup withholding if the U.S. holder (including constructive dividends deemed paidi) furnishes a correct TIN and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9, which will be included with the amount applicable Letter(s) of tax, if any, withheld with respect Transmittal to those payments. Copies be returned to the Depositary); or (ii) otherwise establishes to the satisfaction of the information returns reporting Depositary that such interest, dividends and withholding may also be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax treatyis exempt from backup withholding tax. In general, a A non-U.S. holder will not be subject to backup withholding with respect to payments of interest or dividends that we make, provided the statement described above in the last bullet point under ‘‘—Payments of Interest’’ has been received (and we or an applicable withholding agent does not have actual knowledge or reason to know that the holder is a U.S. person, as defined under the Code, that is not an exempt recipient). In addition, a non-U.S. holder will be subject to information reporting and, depending on the circumstances, backup withholding at a rate of 24% with respect to payments of the proceeds of the sale of a note or share of common stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the statement described above has been received (and the payer does not have actual knowledge or reason to know that a holder is a U.S. person, as defined under the Code, that is not an exempt recipient) or if the non-U.S. holder otherwise establishes certifies its exempt status by providing a properly executed IRS Form W-8BEN or Form W-8BEN-E, as applicable (or other applicable IRS Form W-8). We must report to the IRS and to each non-U.S. holder any interest (including imputed interest) that is paid to the non-U.S. holder. Copies of these information returns may also be made available to the tax authorities of the country in which the non-U.S. holder resides under the provisions of various treaties or agreements for the exchange of information. Certain stockholders (including corporations) generally are not subject to backup withholding. Backup withholding is not an exemption. Any additional tax, and any amounts withheld under the backup withholding rules from a payment to a U.S. holder generally will be allowed as a refund or a credit against a non-such U.S. holder’s U.S. federal income tax liability liability, provided that such holder timely and properly furnishes the required information is furnished timely to the IRS. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Table of Contents THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE OFFER OR THE MERGER. HOLDERS OF SHARES ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER OR MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES. NOTHING IN THIS DISCUSSION IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, TAX ADVICE.