Common use of Payments and Endorsements Clause in Contracts

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, in writing by the Purchasers, without any presentment or notation of payment, except that prior to any transfer of any Senior Note the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of and interest on the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on the Company any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company will pay to the Purchasers, on the date on which such amount is due and payable hereunder or under such other Senior Notes Document, such additional amount in U.S. Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes Document. (c) The obligations of the Company under this Section 2.4 shall survive the payment in full of all amounts due hereunder or under the Senior Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Senior Note Note, the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of of, and interest on on, the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata PRO RATA based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on the Company Borrower any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Documents Related Agreements to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company Borrower will pay to the PurchasersNoteholders, on the date on which such amount is due and payable hereunder or under such other Senior the Subordinated Notes DocumentDocuments, such additional amount in U.S. United States Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes DocumentBorrower. (c) The obligations of the Company Borrower under this Section SECTION 2.4 shall survive the payment in full of all amounts due hereunder or under the Senior Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Senior Note Note, the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of of, and interest on on, the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on the Company Borrower any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Documents Related Agreements to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company Borrower will pay to the PurchasersNoteholders, on the date on which such amount is due and payable hereunder or under such other Senior Notes DocumentRelated Agreements, such additional amount in U.S. Dollars United States dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes DocumentBorrower. (c) The obligations of the Company Borrower under this Section 2.4 shall survive the payment in full of all amounts due hereunder or under the Senior Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Senior Note Note, the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of of, and interest on on, the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law includingif, without limitationafter the date hereof, any change according to a prescribed schedule of increasing requirements, in applicable Law shall impose on the Company Borrower any obligation with respect to any amount of interest, principal or prepayment premium (for any optional or mandatory prepayment or redemption of the Notes) payable by it hereunder or under any of the other Senior Notes Transaction Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company Borrower will pay to the PurchasersNoteholders, on the date on which such amount is due and payable hereunder or under such other Senior the Subordinated Notes DocumentDocuments, such additional amount in U.S. United States Dollars as shall would be necessary to enable the Noteholders a lender not party to a tax treaty to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes DocumentBorrower. (c) The obligations of the Company Borrower under this Section 2.4 shall survive the payment in full of all amounts due hereunder or under the Senior Notes or the redemption of the Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Notes and other payments under the Operative Documents shall be made prior to 2:00 p.m. (Greenwich, Connecticut time) on the date due, and shall be made without set set-off or counterclaim, directly by wire transfer of immediately available funds to the account or accounts designated, respectively, designated in writing by the PurchasersHolder Representative, without any presentment or notation of payment, except that prior to any transfer of any Senior Note the holder Holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of and interest on the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata based on the principal amount outstanding and held by each holder Holder thereof. The Company Borrower hereby authorizes each Noteholder Holder to endorse on the Senior Notes held thereby by such Holder the PIK Interest paid thereon, and the Company Borrower shall, upon the request of any Noteholder Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such holder Holder one or more additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such NoteholderHolder, in each case, promptly upon the request of such holderHolder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.91.8. (b) Anything herein Each Holder that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the contrary notwithstandingBorrower and the Holder Representative on or before the Closing Date or, if any changes in present later, the date such Person becomes a Holder of one or future Applicable Law includingmore Notes hereunder, without limitation, any change according two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a prescribed schedule of increasing requirementscomplete exemption from withholding under the Code on all amounts to be received by such Holder, shall impose on including fees, pursuant to the Company any obligation with respect Operative Documents and the Obligations) or Form W-8 ECI (relating to any amount payable all amounts to be received by it hereunder or under any such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the other Senior Notes Documents to withhold United States Internal Revenue Service or deduct any taxes, levies, imposts, duties, charges, fees, deductions (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or withholdings, 881(c) of the Company will pay to the Purchasers, on the date on which such amount is due and payable hereunder or under such other Senior Notes Document, such additional amount in U.S. Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid Code with respect to payments made of “portfolio interest”, a Form W-8 BEN, or any successor form prescribed by the Company hereunder Internal Revenue Service, and a certificate representing that such Holder is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code). Thereafter and from time to time, each Holder of one or under more Notes shall submit to the Borrower and the Holder Representative such additional duly completed and signed copies of one or the other of such Forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) and such other Senior certificates as may be (i) requested by the Borrower in a written notice, directly or through the Holder Representative, to such Holder and (ii) required under then-current United States law or regulations to avoid or reduce United States withholding taxes on payments in respect of all amounts to be received by such Holder, including fees, pursuant to the Operative Documents or the Obligations. Upon the request of the Borrower or the Holder Representative, each Holder of one or more Notes Documentthat is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower and the Holder Representative two duly completed and signed copies of form W-9 (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) or such other certificate, as requested, to the effect that it is such a United States person. (c) If any Holder of one or more Notes determines, as a result of any change in applicable law, regulation or treaty, or in any official application or interpretation thereof, that it is unable to submit to the Borrower or the Holder Representative any form or certificate that such Holder is obligated to submit pursuant to subsection (b) of this Section 1.3 or that such Holder is required to withdraw or cancel any such form or certificate previously submitted or any such form or certificate otherwise becomes ineffective or inaccurate, such Holder shall promptly notify the Borrower and the Holder Representative of such fact and the Holder shall to that extent not be obligated to provide any such form or certificate and will be entitled to withdraw or cancel any affected form or certificate, as applicable. (d) The obligations of the Company Borrower and the Guarantors under this Section 2.4 1.3 shall survive the payment in full of all amounts due hereunder or under the Senior NotesNotes and the termination of this Agreement and the other Operative Documents.

Payments and Endorsements. (a) Payments of principal, principal and interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, counterclaim directly by bank or certified check or by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Senior Note Note, the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of and interest on the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Noteholder by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on any of the Company Borrowers any obligation with respect to any amount payable by it hereunder or under any of the other Senior Subordinated Notes Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, withholdings the Company Borrowers will pay to the PurchasersNoteholders, on the date on which such amount is due and payable hereunder or under such other Senior Subordinated Notes Document, such additional amount in U.S. United States Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the CompanyBorrowers. The Company Borrowers will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company Borrowers hereunder or under such other Senior Subordinated Notes Document. (c) The obligations of the Company Borrowers under this Section 2.4 shall survive the payment in full of all amounts due hereunder or under the Senior Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Convertible Notes or the Notes, as applicable, shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Senior Convertible Note or Note, as applicable, the holder thereof shall endorse on such Senior Convertible Note or Note, as applicable, a record of the date to which interest has been paid and all payments made on account of principal of such Senior Convertible Note or Note, as applicable. All payments and prepayments of principal of and interest on the Senior Notes Convertible Note or Notes, as applicable, shall be applied (to the extent thereof) to all of the Senior Convertible Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repayNotes, as applicable and as provided herein) applicable, pro rata based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (ba) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Noteholder by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on the Company any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Transaction Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company will pay to the PurchasersNoteholders, on the date on which such amount is due and payable hereunder or under such other Senior Notes Transaction Document, such additional amount in U.S. United States Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes Transaction Document. (cb) The obligations of the Company under this Section 2.4 2.5 shall survive the payment in full of all amounts due hereunder or under the Senior Convertible Notes or Notes, as applicable.

Payments and Endorsements. (a) 3.2.1 Payments of principal, principal and interest and premium, if any, on the Senior Convertible Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Purchaser, without any presentment or notation of payment, except that prior to any transfer of any Senior Convertible Note the holder thereof shall endorse on such Senior Convertible Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Convertible Note. All payments and prepayments of principal of and interest on the Senior Convertible Notes made to any holder of Convertible Notes shall be applied (to the extent thereof) to all of the Senior Convertible Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) then owned by such holder pro rata based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) 3.2.2 Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law applicable law (which term "APPLICABLE LAW", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Purchaser by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on the Company any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Transaction Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company will pay to the Purchasers, on the date on which such amount is due and payable hereunder or under such other Senior Notes Transaction Document, such additional amount in U.S. United States Dollars as shall be necessary to enable the Noteholders Purchasers to receive the same net amount which the Noteholders Purchasers would have received on such due date if no such obligation had been imposed upon the Company. Notwithstanding the foregoing, the Company shall not be obligated to make any such additional payment to any Purchaser to the extent that such Purchaser is entitled under then-applicable law to deduct, obtain a credit for, or otherwise receive a tax benefit from any such tax, levy, impost, duty, charge, fee, deduction or withholding. The Company will deliver promptly to the Noteholders Purchasers certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes Transaction Document. (c) 3.2.3 The obligations of the Company under this Section 2.4 SECTION 3.2 shall survive the payment in full of all amounts due hereunder or under the Senior Convertible Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, an account designated in writing by the Purchaserseach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Senior Note Note, the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All payments and prepayments of principal of of, and interest on on, the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata PRO RATA based on the principal amount outstanding and held by each holder thereof. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereon, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.9. (b) Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law including, without limitation, any change according to a prescribed schedule of increasing requirements, shall impose on the Company Borrower any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Documents Related Agreements to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company Borrower will pay to the PurchasersNoteholders, on the date on which such amount is due and payable hereunder or under such other Senior Notes DocumentRelated Agreements, such additional amount in U.S. Dollars United States dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation had been imposed upon the Company. The Company will deliver promptly to the Noteholders certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes DocumentBorrower. (c) The obligations of the Company Borrower under this Section 2.4 shall survive the payment in full of all amounts due hereunder or under the Senior Notes.

Payments and Endorsements. (a) Payments Except as otherwise provided herein, payments of principal, cash interest and premium, if any, on the Senior Notes shall be made without set off or counterclaim, directly by wire transfer to the accounts designated, respectively, in writing by the PurchasersNoteholders, without any presentment or notation of payment, except that prior to any transfer of any Senior Note the holder thereof shall endorse on such Senior Note a record of the date to which interest has been paid and all payments made on account of principal of such Senior Note. All such payments and prepayments of principal of and interest on the Senior Notes shall be applied (to the extent thereof) to all of the Senior Notes (or all of the Senior Notes the holders of which have accepted the Company's offer(s) to redeem, repurchase or repay, as applicable and as provided herein) pro rata based on the principal amount outstanding and held by each holder thereof, except with respect to any additional amounts payable under the second sentence of Section 2.5(b), which shall be paid to the Noteholder or Noteholders on whose account such amounts arise. The Company hereby authorizes each Noteholder to endorse on the Senior Notes held thereby the PIK Interest paid thereonthereon based solely on the updated Schedule 1 delivered by the Company to such Noteholder relating to such Notes, and the Company shall, upon the request of any Noteholder and in lieu of endorsement of such PIK Interest, issue to such holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such Noteholder, in each case, promptly upon the request of such holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 2.92.10. (b) If Applicable Law imposes on the Company any obligation to withhold or deduct Taxes, levies, imposts, duties, charges, fees, deductions or withholdings from amounts payable hereunder or under any of the other Notes Documents, the Company shall withhold or deduct the required amounts and promptly remit the required payment to the relevant Governmental Authority, delivering to affected Noteholders certificates or other satisfactory evidence of amounts withheld or deducted and remitted. Anything herein to the contrary notwithstanding, if any changes after the date of this Agreement in present United States federal, state or future local Applicable Law including, without limitation, any change according to a prescribed schedule in the rate of increasing requirementsrequired withholding, shall impose on the Company any obligation with respect to any amount payable by it hereunder or under any of the other Senior Notes Documents to withhold or deduct any taxesTaxes, levies, imposts, duties, charges, fees, deductions or withholdingswithholdings (collectively, "New Withholding Taxes") from amounts payable to a Non-U.S. Lender (as defined below in Section 2.5(c)), the Company will pay to the Purchasers, on the date on which such amount is due and payable hereunder or under such other Senior Notes Document, in accordance with Section 2.5(a), such additional amount (a "Gross-Up Amount") in U.S. United States Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such due date if no such obligation with respect to New Withholding Taxes had been imposed upon the Company by such change in Applicable Law, provided, however that each Non-U.S. Lender shall, at the request and expense of the Company, take whatever action is reasonably required and practicable to reduce or eliminate the amount of such New Withholding Taxes, and further provided that the Company shall have no obligation to pay any Gross-Up Amount with respect to New Withholding Taxes arising on account of such Non-U.S. Lender's permanent establishment or other business activities within the United States exceeding those business activities contemplated by this Agreement and the other Notes Documents. The Company will deliver promptly to the affected Noteholders certificates or other valid vouchers for all taxes Taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Senior Notes Document. (c) Each Noteholder (including the holder of a participation in any Note) that is not a "United States Person" within the meaning Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall, if it wishes to take advantage of any reduction or elimination of federal income tax withholding available under applicable federal income tax law with respect to payments by the Company, deliver to the Company: (i) a properly completed and duly executed Form X-0XXX, X-0 IMY (with accompanying documentation) or W-8ECI, as applicable; (ii) in the case of a Non-U.S. Lender claiming exemption from federal income tax withholding under Code Sections 871(h) or 881(c) with respect to payments of "portfolio interest," a duly executed certificate representing that such Non-U.S. Lender is not a bank described in Code Section 881(c)(3)(A), a controlled foreign corporation described in Code Section 881(c)(3)(C), or a "10-percent shareholder" within the meaning of Code Sections 881(c)(3)(B) or 871(h)(3)(B); and (iii) any other documentation as may be required under applicable federal income tax law to qualify for exemption from or reduction of federal income tax withholding on payments by the Company under this Agreement and the other Notes Documents. With respect to any payments made by the Company to a Non-U.S. Lender on or after the delivery of such documentation the Company shall, to the extent permitted under applicable federal income tax law, eliminate or reduce any federal income tax withholding on payments to such Non-U.S. Lender. (d) The obligations of the Company under this Section 2.4 2.5 shall survive the payment in full of all amounts due hereunder or under the Senior Notes.