Common use of Tax Compliance Clause in Contracts

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsUnits. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.1(a)(2) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For . (d) Without limiting the avoidance of doubtforegoing, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by entitled to deduct FATCA Withholding Tax (as hereinafter defined), and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. Each of the Company and the Purchase Contract Agent agrees to cooperate and to provide the other with such information as each may have in its possession to enable the determination of whether any payments pursuant to this Agreement are subject to the withholding requirements described in Section 8.071471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”).

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “"backup” " withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Securities or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsSecurities or the Notes. Such compliance shall include, without limitation, the preparation and (i) preparing, timely filing of with the applicable taxing authority, and (to the extent required returns and under applicable tax laws) timely furnishing Holders with copies of, all tax reports or statements with respect to payments on, or redemptions of, the timely payment of all amounts Securities which are required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contraryprepared, but without limiting the requirements imposed by filed, and furnished under applicable tax laws, (ii) withholding and paying over to the Purchase Contract Agent’s obligations applicable taxing authorities any tax withholdings that are required to be made with respect to payments on, or redemptions of, the Securities under this Section 8.14 shall extend only applicable tax laws, and (iii) making reasonable efforts to form 1099 reporting obtain from Holders all IRS Forms (and any similar forms under applicable state, local, and foreign tax law) and other documentation required under applicable tax laws in order to establish exemptions from or reductions in withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) belowtaxes. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.1(a)(2) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, until such time as all applicable periods of limitation for assessing or collecting any taxes or penalties for failure to comply fully with such requirements have expired, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or Contracts; (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts; or (iii) the adjustment of or failure to adjust the Fixed Settlement Rates in certain circumstances. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company and the Guarantor, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable United States, federal and New York State tax laws, regulations or administrative practice (i) with respect to (i) any shares of Common Stock delivered upon settlement payments on, or transfer or redemption of the Debt Securities, the Prepaid Purchase ContractsContracts Issued under the Indenture, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in Warrants or the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) if specifically instructed by the Company or the Guarantor, with respect to the issuance, delivery, holding, transfer or exercise of rights (other than by payment, transfer or redemption) under the Debt Securities, the Prepaid Purchase Contracts Issued under the Indenture, the Warrants or the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything The Company and the Guarantor will provide to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under Agent such information as it may reasonably request in order to comply with this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) belowSection. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company or the Guarantor with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)‎Section 6.01(b)(ii) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, available on written request, request at reasonable times during normal business hours to the Company or its the Guarantor or to their authorized representative within a reasonable period representatives duly authorized in writing. (d) Unless otherwise specified pursuant to ‎Section 2.03, the portion of time after receipt the issue price of any Units of any series consisting of Debt Securities and Purchase Contracts allocable to such Debt Securities shall equal the principal amount payable at maturity of such requestDebt Securities. For Unless otherwise specified pursuant to ‎Section 2.03, the avoidance portion of doubtthe issue price of any Units of any series consisting of Debt Securities and Warrants allocable to such Debt Securities shall equal the portion of the issue price that is in the same proportion to such issue price as the fair market value of such Debt Securities bears to the aggregate fair market value of such Debt Securities and Warrants, taken as a whole. The Company, the Guarantor and the Holders agree not to file any costs tax returns, or expenses incurred take a position with any tax authority, that is inconsistent with the characterization of the Debt Securities as debt. (e) Unless otherwise specified pursuant to ‎Section 2.03, the Company and the Guarantor by the Purchase Contract Agent issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in connection the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all United States federal, state and local tax returns consistent with complying with its obligations under this Section 8.14 shall be covered the treatment of such Unit as constituted by Section 8.07separate securities.

Tax Compliance. (a) The Company and the Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing at the expense of the Company of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything The Company shall deliver to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by an Officers’ Certificate similar to that required to be provided under Section 4.06 of the Company pursuant Indenture setting forth all necessary information to paragraph (b) belowenable the Purchase Contract Agent to comply with the provisions of this Section 7.14. (b) The Purchase Contract Agent shall, shall comply in accordance with the terms hereof, comply hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.01(a)(ii) hereof. (c) The Purchase Contract Agent shall maintain maintain, and the Company shall cooperate in the maintenance of all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the its Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or and (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing at the expense of the Company of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 7.14 shall extend only to form 1099 reporting and any applicable income withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (bSection 7.14(b) below. (b) The Purchase Contract Agent shall, shall comply in accordance with the terms hereof, comply hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.01(a)(ii) hereof. (c) The Purchase Contract Agent shall maintain maintain, and the Company shall cooperate in the maintenance of all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock Subordinate Voting Shares delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock Subordinate Voting Shares upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, returns, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Equity Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsEquity Units. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, shall comply in accordance with the terms hereof, comply hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii7.01(a). (c) Without limiting the above, if required by law, any payment (including cash or property) and any deemed payment made under the terms of this Agreement shall be subject to withholding and backup withholding. (d) Without limiting the above, any payment of Contract Adjustment Payments and distribution of property in satisfaction of deferred Contract Adjustment Payments made to a non-United States person (as defined under the Code) shall be subject to withholding tax unless such person establishes an exemption from such withholding tax. (e) Any withholding and backup withholding of tax under this Section 7.14 shall be treated as if made to the intended recipient in full compliance with the terms of this Agreement. (f) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any WGP Common Units or shares of Common APC Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional WGP Common Units or fractional shares of Common APC Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 8.13 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsUnits. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.1(a)(2) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For . (d) Without limiting the avoidance of doubtforegoing, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by entitled to deduct FATCA Withholding Tax (as hereinafter defined), and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. Each of the Company and the Purchase Contract Agent agrees to cooperate and to provide the other with such information as each may have in its possession to enable the determination of whether any payments pursuant to this Agreement are subject to the withholding requirements described in Section 8.07.1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”). 73

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement or redemption of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.. ARTICLE IX SUPPLEMENTAL AGREEMENTS

Tax Compliance. (a) The Purchase Contract Agent shall on its own behalf and on behalf of TPG, will comply with all applicable certification, information reporting and withholding (including “"backup” " withholding) requirements imposed by applicable U.S. Federal and State tax laws, regulations or administrative practice (i) with respect to (i) any shares of Common Stock delivered upon settlement payments on, or transfer or redemption of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, constituent Securities and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) if specifically instructed by TPG, with respect to the issuance, delivery, holding, transfer or exercise of rights (other than by payment, transfer or redemption) under the Purchase Contractsconstituent Securities. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything TPG will provide to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under Agent such information as it may reasonably request in order to comply with this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) belowSection. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company TPG with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)6.10(a) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records availableavailable on request at reasonable times during normal business hours to TPG and its authorized representatives duly authorized in writing. (d) Unless otherwise specified pursuant to Section 3.3, on written request, the portion of the issue price of any Units of any series consisting of Notes and other Securities allocable to such Notes shall equal the portion of the issue price that is in the same proportion to such issue price as the fair market value of such Notes bears to the Company or its authorized representative within a reasonable period of time after receipt aggregate fair market value of such requestNotes and other Securities, taken as a whole. For TPG and the avoidance Holders agree not to file any tax returns, or take a position with any tax authority, that is inconsistent with the characterization of doubtthe Notes as debt. (e) Unless otherwise specified pursuant to Section 3.3, any costs or expenses incurred TPG by the Purchase Contract Agent issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in connection the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all U.S. Federal, State and local tax returns consistent with complying with its obligations under this Section 8.14 shall be covered the treatment of such Unit as constituted by Section 8.07separate securities.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock (or, if applicable, cash) delivered by it upon settlement or redemption of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable income tax or backup withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable United States, federal and New York State tax laws, regulations or administrative practice (i) with respect to (i) any shares of Common Stock delivered upon settlement payments on, or transfer or redemption of the Purchase ContractsNotes, any amounts the Pre-paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or the Warrants or (ii) if specifically instructed by the Company, with respect to the issuance, delivery, holding, transfer or exercise of rights (other than by payment, transfer or redemption) under the Notes, the Pre-paid Purchase ContractsContracts or the Warrants. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything The Company will provide to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under Agent such information as it may reasonably request in order to comply with this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) belowSection. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)5.01(b)(2) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, available on written request, request at reasonable times during normal business hours to the Company or to their authorized representatives duly authorized in writing. (d) Unless otherwise specified in an applicable pricing supplement, the Company by the issuance and sale of any Unit, and any Holder of a Unit by its authorized representative within a reasonable period acceptance thereof, agree to (in the absence of time after receipt any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all United States federal, state and local tax returns consistent with the treatment of such requestUnit as constituted by separate securities. For Further, the avoidance of doubtCompany agrees, any costs or expenses incurred by and the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 Holders shall be covered by Section 8.07deemed to agree, not to file any tax returns, or take a position with any tax authority, that is inconsistent with the characterization of the Notes as debt for all U.S. federal tax purposes. (e) Issuances of Unregistered Units will be in accordance with the U.S. federal tax “TEFRA D Rules” as discussed in an applicable pricing supplement.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement or redemption of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Class A Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Class A Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable income withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock (or, if applicable, cash) delivered by it upon settlement or redemption of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable income tax or backup withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 8.13 shall be covered by Section 8.07. (d) Notwithstanding any other provision of this Agreement, the Company or the Purchase Contract Agent, as the case may be, shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant Holder failing to satisfy any certification or other requirements in respect of the Securities, in which event the Company or the Purchase Contract Agent, as the case may be, shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including 71 DB1/ 132079547.5 “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsUnits. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.1(a)(2) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For . (d) Without limiting the avoidance of doubtforegoing, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by entitled to deduct FATCA Withholding Tax (as hereinafter defined), and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. Each of the Company and the Purchase Contract Agent agrees to cooperate and to provide the other with such information as each may have in its possession to enable the determination of whether any payments pursuant to this Agreement are subject to the withholding requirements described in Section 8.071471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”).

Tax Compliance. (a) The Purchase Contract Agent shall on its own behalf and on behalf of the Issuers, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable U.S. Federal and State tax laws, regulations or administrative practice (i) with respect to (i) any shares of Common Stock delivered upon settlement payments on, or transfer or redemption of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts constituent Securities or (ii) if specifically instructed by the Issuers, with respect to the issuance, delivery, holding, transfer or exercise of rights (other than by payment, transfer or redemption) under the Purchase Contractsconstituent Securities. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything The Issuers will provide to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under Agent such information as it may reasonably request in order to comply with this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) belowSection. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company Issuers with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)6.10(a) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, available on written request, request at reasonable times during normal business hours to the Company Issuers or its to their authorized representative within a reasonable period representatives duly authorized in writing. (d) Unless otherwise specified pursuant to Section 3.3, the portion of time after receipt the issue price of any Units of any series consisting of Notes and other Securities allocable to such Notes shall equal the portion of the issue price that is in the same proportion to such issue price as the fair market value of such requestNotes bears to the aggregate fair market value of such Notes and other Securities, taken as a whole. For The Issuers and the avoidance Holders agree not to file any tax returns, or take a position with any tax authority, that is inconsistent with the characterization of doubtthe Notes as debt. (e) Unless otherwise specified pursuant to Section 3.3, any costs or expenses incurred the Issuers by the Purchase Contract Agent issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in connection the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all U.S. Federal, State and local tax returns consistent with complying with its obligations under this Section 8.14 shall be covered the treatment of such Unit as constituted by Section 8.07separate securities.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsUnits. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.1(a)(2) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For . (d) Without limiting the avoidance of doubtforegoing, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by entitled to deduct FATCA Withholding Tax (as hereinafter defined), and shall have no obligation to gross-up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax. Each of the Company and the Purchase Contract Agent agrees to cooperate and to provide the other with such information as each may have in its possession to enable the determination of whether any payments pursuant to this Agreement are subject to the withholding requirements described in Section 8.071471(b) of the US Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“FATCA Withholding Tax”).

Tax Compliance. (a) The Purchase Contract Agent shall Company, will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsUnits. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, shall comply in accordance with the terms hereof, comply hereof with any reasonable written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.01(a) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. (d) Notwithstanding anything contained herein to the contrary, in order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Agreement, Units or the Purchase Contracts in effect from time to time (“Applicable Law”) that a foreign financial institution, the issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) to provide to The Bank of New York Mellon Trust Company, N.A. sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) ) to the extent such information is available to the Company so that The Bank of New York Mellon Trust Company, N.A. can determine whether it has tax-related obligations under Applicable Law and (ii) to hold harmless The Bank of New York Mellon Trust Company, N.A. for any losses with respect to the withholding taxes described in this Section 7.14(d) that it may suffer due to the actions it takes to comply with Applicable Law. For The terms of this section shall survive the avoidance termination for any reason of doubtthis Agreement, any costs the termination, satisfaction and discharge of the Units and the Purchase Contracts and the resignation or expenses incurred by removal of the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07Agent.

Tax Compliance. (a) The Company and the Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing at the expense of the Company of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything The Company shall deliver to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by an Officers’ Certificate similar to that required to be provided under Section 4.06 of the Company pursuant Indenture setting forth all necessary information to paragraph (b) belowenable the Purchase Contract Agent to comply with the provisions of this Section 7.14. (b) The Purchase Contract Agent shall, shall comply in accordance with the terms hereof, comply hereof with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.01(a)(ii) hereof. (c) The Purchase Contract Agent shall maintain maintain, and the Company shall cooperate in the maintenance of. all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Class A Common Stock (or, if applicable, cash) delivered by it upon settlement or redemption of the Purchase Contracts, any amounts paid in lieu of fractional shares of Class A Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable income tax or backup withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 9.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii9.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 9.14 shall be covered by Section 8.079.07.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Class A Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Class A Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement or redemption of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Agent, on its own behalf and on behalf of the Corporation, will comply with all applicable certification, information reporting and withholding (including “"backup” " withholding) requirements imposed by applicable United States, federal and New York State tax laws, regulations or administrative practice (i) with respect to (i) any shares of Common Stock delivered upon settlement payments on, or transfer or redemption of the Debt Securities, the Prepaid Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of Contracts or the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts or (ii) if specifically instructed by the Company, with respect to the issuance, delivery, holding, transfer or exercise of rights (other than by payment, transfer or redemption) under the Debt Securities, the Prepaid Purchase Contracts or the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns with respect to, and the timely payment of of, all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything The Corporation will provide to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under Agent such information as it may reasonably request in order to comply with this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) belowSection. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, shall comply with any written direction received from the Company Corporation with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)6.01(b)(ii) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, available on written request, request at reasonable times during normal business hours to the Company Corporation or its to their authorized representative within a reasonable period representatives duly authorized in writing. (d) Unless otherwise specified pursuant to Section 2.03, the portion of time after receipt the issue price of any Units of any series consisting of Debt Securities and Purchase Contracts allocable to such Debt Securities shall equal the principal amount payable at maturity of such requestDebt Securities. For The Corporation and the avoidance Holders agree not to file any tax returns, or take a position with any tax authority, that is inconsistent with the characterization of doubtthe Debt Securities as debt. (e) Unless otherwise specified pursuant to Section 2.03, any costs or expenses incurred the Corporation by the Purchase Contract Agent issuance and sale of any Unit and any Holder of a Unit by his acceptance thereof agree to (in connection the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Securities that constitute any Unit as separate securities and to file all United States federal, state and local tax returns consistent with complying with its obligations under this Section 8.14 shall be covered the treatment of such Unit as constituted by Section 8.07separate securities.

Tax Compliance. (a) The Purchase Contract Agent shall comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement or redemption of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement or redemption of any Purchase Contracts or (ii) the issuance, delivery, holding, transfer or exercise of rights under the Purchase Contracts. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, in accordance with the terms hereof, comply with any written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii). (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. For the avoidance of doubt, any costs or expenses incurred by the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07.

Tax Compliance. (a) The Purchase Contract Agent shall Company will comply with all applicable certification, information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any shares of Common Stock delivered upon settlement of payments made with respect to the Purchase Contracts, any amounts paid in lieu of fractional shares of Common Stock upon settlement of the Purchase Contracts, and any other amounts included in the Purchase Contract Settlement Fund paid to Holders upon settlement of any Purchase Contracts Units or (ii) the issuance, delivery, holding, transfer transfer, redemption or exercise of rights under the Purchase ContractsUnits. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority or its designated agent. Notwithstanding anything to the contrary, but without limiting the requirements imposed by applicable tax laws, the Purchase Contract Agent’s obligations under this Section 8.14 shall extend only to form 1099 reporting and any applicable withholding unless and until the Purchase Contract Agent is otherwise notified by the Company pursuant to paragraph (b) below. (b) The Purchase Contract Agent shall, shall comply in accordance with the terms hereof, comply hereof with any reasonable written direction received from the Company with respect to the execution or certification of any required documentation and the application of such requirements to particular payments or Holders or in other particular circumstances, and may for purposes of this Agreement conclusively rely on any such direction in accordance with the provisions of Section 8.01(b)(ii)7.01(a) hereof. (c) The Purchase Contract Agent shall maintain all appropriate records documenting compliance with such requirements, and shall make such records available, on written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. (d) Notwithstanding anything contained herein to the contrary, in order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Agreement, Units or the Purchase Contracts in effect from time to time (“Applicable Law”) that a foreign financial institution, the issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) to provide to The Bank of New York Mellon Trust Company, N.A. sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so that The Bank of New York Mellon Trust Company, N.A. can determine whether it has tax related obligations under Applicable Law and (ii) to hold harmless The Bank of New York Mellon Trust Company, N.A. for any losses it may suffer due to the actions it takes to comply with Applicable Law. For The terms of this section shall survive the avoidance termination for any reason of doubtthis Agreement, any costs the termination, satisfaction and discharge of the Units and the Purchase Contracts and the resignation or expenses incurred by removal of the Purchase Contract Agent in connection with complying with its obligations under this Section 8.14 shall be covered by Section 8.07Agent.