Common use of Payments and Endorsements Clause in Contracts

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the 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-off or counterclaim, directly by wire transfer of immediately available funds to the account or accounts designated in writing by the Holder Representative, without any presentment or notation of payment, except that prior to any transfer of any Note the Holder thereof shall endorse on such Note a record of the date to which interest has been paid and all payments made on account of principal of such Note. All payments and prepayments of principal of and interest on the Notes shall be applied (to the extent thereof) to all of the Notes pro rata based on the principal amount outstanding and held by each Holder thereof. The Borrower hereby authorizes each Holder to endorse on the Notes held by such Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, 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 1.8. (b) 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 Borrower and the Holder Representative on or before the Closing Date or, if later, the date such Person becomes a Holder of one or more Notes hereunder, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8 BEN, or any successor form prescribed by the 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 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 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 that 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 Borrower and the Guarantors under this Section 1.3 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative Documents.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the Convertible Notes and other payments under or the Operative Documents shall be made prior to 2:00 p.m. (GreenwichNotes, Connecticut time) on the date dueas applicable, and shall be made without set-set off or counterclaim, directly by wire transfer of immediately available funds to the an account or accounts designated in writing by the Holder Representativeeach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Convertible Note or Note, as applicable, the Holder holder thereof shall endorse on such 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 Convertible Note or Note, as applicable. All payments and prepayments of principal of and interest on the Notes Convertible Note or Notes, as applicable, shall be applied (to the extent thereof) to all of the Convertible Notes or Notes, as applicable, pro rata based on the principal amount outstanding and held by each Holder holder thereof. (a) Anything herein to the contrary notwithstanding, if any changes in present or future 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 Transaction Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company will pay to the Noteholders, on the date on which such amount is due and payable hereunder or under such other Transaction Document, such additional amount in 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 Borrower hereby authorizes each Holder Company will deliver promptly to endorse on the Notes held 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 Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, 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 1.8other Transaction Document. (b) 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 Borrower and the Holder Representative on or before the Closing Date or, if later, the date such Person becomes a Holder of one or more Notes hereunder, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8 BEN, or any successor form prescribed by the 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 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 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 that 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 Borrower and the Guarantors Company under this Section 1.3 2.5 shall survive the payment in full of all amounts due hereunder or under the Convertible Notes and the termination of this Agreement and the other Operative Documentsor Notes, as applicable.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the 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 an account or accounts designated in writing by the Holder Representativeeach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Note Note, the Holder holder thereof shall endorse on such Note a record of the date to which interest has been paid and all payments made on account of principal of such Note. All payments and prepayments of principal of of, and interest on on, the Notes shall be applied (to the extent thereof) to all of the Notes pro rata PRO RATA based on the principal amount outstanding and held by each Holder holder thereof. The Borrower hereby authorizes each Holder to endorse on the Notes held by such Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, 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 1.8. (b) Each Holder that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit Anything herein to the Borrower and the Holder Representative on or before the Closing Date orcontrary notwithstanding, if later, any changes in present or future Applicable Law shall impose on the date such Person becomes a Holder of one or more Notes hereunder, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code Borrower any obligation with respect to payments of “portfolio interest”, a Form W-8 BEN, any amount payable by it hereunder or under any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Holder is not a bank for purposes of Section 881(c) of the Codeother Related Agreements to withhold or deduct any taxes, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of levies, imposts, duties, charges, fees, deductions or withholdings, the Borrower and is not a controlled foreign corporation related will pay to the Borrower (within Noteholders, on the meaning of Section 864(d)(4) of date on which such amount is due and payable under the Code). Thereafter and from time to timeSubordinated Notes Documents, each Holder of one or 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 amount in United States Dollars as shall be adopted from time necessary to time by enable the relevant United States taxing authorities) and Noteholders to receive the same net amount which the Noteholders would have received on such other certificates as may be (i) requested by due date if no such obligation had been imposed upon 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 that 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 personBorrower. (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 Borrower and the Guarantors under this Section 1.3 SECTION 2.4 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative DocumentsNotes.

Payments and Endorsements. (a) Payments Except as otherwise provided herein, payments of principal, cash interest and premium, if any, on the 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 designated, respectively, in writing by the Holder RepresentativeNoteholders, without any presentment or notation of payment, except that prior to any transfer of any Note the Holder holder thereof shall endorse on such Note a record of the date to which interest has been paid and all payments made on account of principal of such Note. All such payments and prepayments of principal of and interest on the Notes shall be applied (to the extent thereof) to all of the Notes pro rata based on the principal amount outstanding and held by each Holder 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 Borrower Company hereby authorizes each Holder Noteholder to endorse on the Notes held by such Holder 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 Borrower Company shall, upon the request of any Holder of one or more Notes Noteholder and in lieu of endorsement of such PIK Interest, issue to such Holder one or more holder additional Notes evidencing the PIK Interest paid on the Notes held by such HolderNoteholder, 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 1.82.10. (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 United States federal, state or local Applicable Law including, without limitation, any change in the rate of required withholding, shall impose on the Company any obligation with respect to any amount payable by it hereunder or under any of the other Notes Documents to withhold or deduct any Taxes, levies, imposts, duties, charges, fees, deductions or withholdings (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 Notes Document, in accordance with Section 2.5(a), such additional amount (a "Gross-Up Amount") in 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 or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Notes Document. (c) Each Holder Noteholder (including the holder of a participation in any Note) that is not a "United States person (as such term is defined in Person" within the meaning Section 7701(a)(30) of the CodeCode (a "Non-U.S. Lender") shall submit 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 Borrower and the Holder Representative on or before the Closing Date or, if later, the date such Person becomes a Holder of one or more Notes hereunder, two duly completed and signed copies of Company: (i) either a properly completed and duly executed Form W-8 BEN X-0XXX, X-0 IMY (relating to such Holder and entitling it to a complete exemption from withholding under the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligationswith accompanying documentation) or Form W-8 ECI (relating to all amounts to be received by such HolderW-8ECI, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or as applicable; (ii) solely if such Holder is in the case of a Non-U.S. Lender claiming exemption from United States federal income tax withholding tax under Section Code Sections 871(h) or 881(c) of the Code with respect to payments of “"portfolio interest”, ," a Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, and a duly executed certificate representing that such Holder Non-U.S. Lender is not a bank for purposes of described in Code Section 881(c) of the Code881(c)(3)(A), is not a controlled foreign corporation described in Code Section 881(c)(3)(C), or a "10-percent shareholder (shareholder" within the meaning of Section Code Sections 881(c)(3)(B) or 871(h)(3)(B); and (iii) 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 more Notes shall submit to the Borrower and the Holder Representative such additional duly completed and signed copies of one or the any 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 certificates documentation as may be (i) requested required under applicable federal income tax law to qualify for exemption from or reduction of federal income tax withholding on payments by the Borrower in a written notice, directly or through the Holder Representative, to such Holder and (ii) required Company 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 that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrower this Agreement and the Holder Representative two duly completed and signed copies of form W-9 (or such successor forms as shall be adopted from time other Notes Documents. With respect to time any payments made by the relevant United States taxing authorities) Company to a Non-U.S. Lender on or after the delivery of such other certificate, as requesteddocumentation the Company shall, 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 extent permitted under applicable federal income tax law, regulation eliminate or treaty, or in reduce any official application or interpretation thereof, that it is unable federal income tax withholding on payments 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 applicableNon-U.S. Lender. (d) The obligations of the Borrower and the Guarantors Company under this Section 1.3 2.5 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative DocumentsNotes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the 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 an account or accounts designated in writing by the Holder Representativeeach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Note Note, the Holder holder thereof shall endorse on such Note a record of the date to which interest has been paid and all payments made on account of principal of such Note. All payments and prepayments of principal of of, and interest on on, the Notes shall be applied (to the extent thereof) to all of the Notes pro rata based on the principal amount outstanding and held by each Holder holder thereof. The Borrower hereby authorizes each Holder to endorse on the Notes held by such Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, 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 1.8. (b) Each Holder that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit Anything herein to the Borrower and the Holder Representative on or before the Closing Date orcontrary notwithstanding, if laterif, after the date such Person becomes a Holder of one or more Notes hereunderhereof, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption from withholding under any change in applicable Law shall impose on the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code Borrower any obligation with respect to payments any amount of “portfolio interest”, a Form W-8 BEN, principal or prepayment premium (for any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Holder is not a bank for purposes of Section 881(c) optional or mandatory prepayment or redemption of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(BNotes) payable by it hereunder or under any of the Code) of other Transaction Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Borrower and is not a controlled foreign corporation related will pay to the Borrower (within Noteholders, on the meaning of Section 864(d)(4) of date on which such amount is due and payable under the Code). Thereafter and from time to timeSubordinated Notes Documents, each Holder of one or 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 amount in United States taxing authorities) and Dollars as would be necessary to enable a lender not party to a tax treaty to receive the same amount which the Noteholders would have received on such other certificates as may be (i) requested by due date if no such obligation had been imposed upon 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 that 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 personBorrower. (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 Borrower and the Guarantors under this Section 1.3 2.4 shall survive the payment in full of all amounts due hereunder or under the Notes and or the termination redemption of this Agreement and the other Operative DocumentsNotes.

Payments and Endorsements. (a) 3.2.1 Payments of principal, principal and interest and premium, if any, on the Convertible 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 an account or accounts designated in writing by the Holder Representativeeach Purchaser, without any presentment or notation of payment, except that prior to any transfer of any Convertible Note the Holder holder thereof shall endorse on such Convertible Note a record of the date to which interest has been paid and all payments made on account of principal of such Convertible Note. All payments and prepayments of principal of and interest on the Convertible Notes made to any holder of Convertible Notes shall be applied (to the extent thereof) to all of the Convertible Notes then owned by such holder pro rata based on the principal amount outstanding and held by each Holder thereofsuch holder. 3.2.2 Anything herein to the contrary notwithstanding, if any changes in present or future 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 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 Transaction Document, such additional amount in United States Dollars as shall be necessary to enable the Purchasers to receive the same net amount which the 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 Borrower hereby authorizes each Holder to endorse on the Notes held by such Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, in each case, Company will deliver promptly upon the request of such Holder, all of which shall be made, issued and otherwise effected in accordance with the terms of Section 1.8. (b) 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 Borrower and the Holder Representative on Purchasers certificates or before the Closing Date or, if later, the date such Person becomes a Holder of one other valid vouchers for all taxes or more Notes hereunder, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption other charges deducted from withholding under the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code paid with respect to payments of “portfolio interest”, a Form W-8 BEN, or any successor form prescribed made by the 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 Company hereunder or 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 under such other 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 that 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 personTransaction Document. (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) 3.2.3 The obligations of the Borrower and the Guarantors Company under this Section 1.3 SECTION 3.2 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative DocumentsConvertible Notes.

Payments and Endorsements. (a) Payments of principal, principal and interest and premium, if any, on the 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, counterclaim directly by bank or certified check or by wire transfer of immediately available funds to the an account or accounts designated in writing by the Holder Representativeeach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Note Note, the Holder holder thereof shall endorse on such Note a record of the date to which interest has been paid and all payments made on account of principal of such Note. All payments and prepayments of principal of and interest on the Notes shall be applied (to the extent thereof) to all of the Notes pro rata based on the principal amount outstanding and held by each Holder holder thereof. The Borrower hereby authorizes each Holder to endorse on the Notes held by such Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, 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 1.8. (b) Each Holder that Anything herein to the contrary notwithstanding, if any changes in present or future 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 Borrowers any obligation with respect to any amount payable by it hereunder or under any of the other Subordinated Notes Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings the Borrowers will pay to the Noteholders, on the date on which such amount is not a due and payable hereunder or under such other Subordinated Notes Document, such additional amount in United States person (Dollars as shall be necessary to enable the Noteholders to receive the same net amount which the Noteholders would have received on such term is defined in Section 7701(a)(30) of due date if no such obligation had been imposed upon the Code) shall submit Borrowers. The Borrowers will deliver promptly to the Borrower and the Holder Representative on Noteholders certificates or before the Closing Date or, if later, the date such Person becomes a Holder of one other valid vouchers for all taxes or more Notes hereunder, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption other charges deducted from withholding under the Code on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code paid with respect to payments of “portfolio interest”, a Form W-8 BEN, or any successor form prescribed made by the 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 Borrowers hereunder or 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 under such other 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 Subordinated Notes that 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 personDocument. (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 Borrower and the Guarantors Borrowers under this Section 1.3 2.4 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative DocumentsNotes.

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 designated, respectively, in writing by the Holder RepresentativePurchasers, 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 Borrower Company hereby authorizes each Holder Noteholder to endorse on the Senior Notes held by such Holder thereby the PIK Interest paid thereon, and the Borrower Company shall, upon the request of any Holder of one or more Notes Noteholder and in lieu of endorsement of such PIK Interest, issue to such Holder one or more holder additional Senior Notes evidencing the PIK Interest paid on the Senior Notes held by such HolderNoteholder, 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 1.82.9. (b) Each Holder that is not Anything herein to the contrary notwithstanding, if any changes in present or future Applicable Law including, without limitation, any change according to a United States person (as such term is defined in Section 7701(a)(30) 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 Code) shall submit other Senior Notes Documents to withhold or deduct any taxes, levies, imposts, duties, charges, fees, deductions or withholdings, the Company will pay to the Borrower and the Holder Representative Purchasers, on or before the Closing Date or, if later, the date on which such Person becomes a Holder of one amount is due and payable hereunder or more under such other Senior Notes hereunderDocument, two duly completed and signed copies of (i) either Form W-8 BEN (relating 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 Holder and entitling it to a complete exemption from withholding under due date if no such obligation had been imposed upon the Code on all amounts to be received by such Holder, including fees, pursuant Company. The Company will deliver promptly to the Operative Documents and the Obligations) Noteholders certificates or Form W-8 ECI (relating to other valid vouchers for all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service taxes or (ii) solely if such Holder is claiming exemption other charges deducted from United States withholding tax under Section 871(h) or 881(c) of the Code paid with respect to payments of “portfolio interest”, a Form W-8 BEN, or any successor form prescribed made by the 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 Company hereunder or 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 under such other 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 Senior Notes that 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 personDocument. (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 Borrower and the Guarantors Company under this Section 1.3 2.4 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative DocumentsSenior Notes.

Payments and Endorsements. (a) Payments of principal, interest and premium, if any, on the 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 an account or accounts designated in writing by the Holder Representativeeach Noteholder, without any presentment or notation of payment, except that prior to any transfer of any Note Note, the Holder holder thereof shall endorse on such Note a record of the date to which interest has been paid and all payments made on account of principal of such Note. All payments and prepayments of principal of of, and interest on on, the Notes shall be applied (to the extent thereof) to all of the Notes pro rata PRO RATA based on the principal amount outstanding and held by each Holder holder thereof. The Borrower hereby authorizes each Holder to endorse on the Notes held by such Holder the PIK Interest paid thereon, and the Borrower shall, upon the request of any Holder of one or more Notes and in lieu of endorsement of such PIK Interest, issue to such Holder one or more additional Notes evidencing the PIK Interest paid on the Notes held by such Holder, 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 1.8. (b) Each Holder that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit Anything herein to the Borrower and the Holder Representative on or before the Closing Date orcontrary notwithstanding, if later, the date such Person becomes a Holder of one any changes in present or more Notes hereunder, two duly completed and signed copies of (i) either Form W-8 BEN (relating to such Holder and entitling it to a complete exemption from withholding under the Code future Applicable Law shall impose on all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) or Form W-8 ECI (relating to all amounts to be received by such Holder, including fees, pursuant to the Operative Documents and the Obligations) of the United States Internal Revenue Service or (ii) solely if such Holder is claiming exemption from United States withholding tax under Section 871(h) or 881(c) of the Code Borrower any obligation with respect to payments of “portfolio interest”, a Form W-8 BEN, any amount payable by it hereunder or under any successor form prescribed by the Internal Revenue Service, and a certificate representing that such Holder is not a bank for purposes of Section 881(c) of the Codeother Related Agreements to withhold or deduct any taxes, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the levies, imposts, duties, charges, fees, deductions or withholdings, Borrower and is not a controlled foreign corporation related will pay to the Borrower (within Noteholders, on the meaning of Section 864(d)(4) of the Code). Thereafter date on which such amount is due and from time to timepayable hereunder or under such other Related Agreements, each Holder of one or 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 amount in United States dollars as shall be adopted from time necessary to time by enable the relevant United States taxing authorities) and Noteholders to receive the same net amount which the Noteholders would have received on such other certificates as may be (i) requested by the Borrower in a written notice, directly or through the Holder Representative, to due date if no 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 that 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 personobligation had been imposed upon Borrower. (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 Borrower and the Guarantors under this Section 1.3 2.4 shall survive the payment in full of all amounts due hereunder or under the Notes and the termination of this Agreement and the other Operative DocumentsNotes.