Common use of Tax Treatment; Withholding Clause in Contracts

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Law, each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees solely for federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a Noteholder, such tax shall reduce the amount otherwise distributable to such Noteholder in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax, including FATCA Withholding Tax, that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder or its transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall (i) provide the Indenture Trustee and the Paying Agent with IRS Form W-9 (or successor form) or (ii) establish to the satisfaction of the Indenture Trustee and the Paying Agent that it is exempt from backup withholding. Each Noteholder or its transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (d) Prior to the receipt of any interest payment, any Noteholder, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an applicable IRS Form W-8 (or successor forms). Each Noteholder or transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental applicable IRS Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Law, each Noteholder, by its acceptance of a Note (the Noteholders and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) Owners agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees agree solely for federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a Noteholder, such tax shall reduce the amount otherwise distributable to such Noteholder in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax, including FATCA Withholding Tax, tax that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non non-U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder or its transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall (i) provide the Indenture Trustee and the Paying Agent with IRS Internal Revenue Service Form W-9 (or successor form) or (ii) establish to the satisfaction of the Indenture Trustee and the Paying Agent that it is exempt from backup withholding. Each Noteholder or its transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Internal Revenue Service Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this SectionSection 2.09. (d) Prior to the receipt of any interest payment, any Noteholder, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an applicable IRS Internal Revenue Service Form W-8 (or successor forms). Each Noteholder or transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental applicable IRS Internal Revenue Service Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this SectionSection 2.09. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Law, each Noteholder, by its acceptance of a Note (the Noteholders and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) Owners agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees agree solely for federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a Noteholder, such tax shall reduce the amount otherwise distributable to such Noteholder in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax, including FATCA Withholding Tax, tax that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non non-U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder or its transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall (i) provide the Indenture Trustee and the Paying Agent with IRS Internal Revenue Service Form W-9 (or successor form) or (ii) establish to the satisfaction of the Indenture Trustee and the Paying Agent that it is exempt from backup withholding. Each Noteholder or its transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Internal Revenue Service Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this SectionSection 2.09. (d) Prior to the receipt of any interest payment, any Noteholder, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an applicable IRS Internal Revenue Service Form W-8 (or successor forms). Each Noteholder or transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental applicable IRS Internal Revenue Service Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this SectionSection 2.09. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise tax purposes, if held by persons other than then beneficial owner of 100% of the equity of the Issuer or by an Affiliate of such beneficial owner for such purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Law, each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees solely for federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a Noteholder, such tax shall reduce the amount otherwise distributable to such Noteholder in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax, including FATCA Withholding Tax, that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder or its transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall (i) provide the Indenture Trustee and the Paying Agent with IRS Form W-9 (or successor form) or (ii) establish to the satisfaction of the Indenture Trustee and the Paying Agent that it is exempt from backup withholding. Each Noteholder or its transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (d) Prior to the receipt of any interest payment, any Noteholder, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an applicable IRS Form W-8 (or successor forms). Each Noteholder or transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental applicable IRS Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for United States federal, State and local income, single business and franchise tax purposes, if held by Persons other than the beneficial owner of 100% of the equity of the Issuer or by an Affiliate of such beneficial owner for such purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Law, each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) agree agrees that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture Indenture, agrees solely for United States federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, case unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a NoteholderNoteholder (or Note Owner), such tax shall reduce the amount otherwise distributable to such Noteholder (or Note Owner) in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders and Note Owners sufficient funds for the payment of any tax, including FATCA Withholding Tax, that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any such tax). The amount of any withholding tax imposed with respect to a Noteholder or Note Owner shall be treated as cash distributed to such Noteholder or Note Owner at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder Noteholder, Note Owner or its any respective transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall (i) provide the Indenture Trustee and the Paying Agent with IRS Form W-9 (or successor form) or (ii) establish to the satisfaction of the Indenture Trustee and the Paying Agent that it is exempt from backup withholding. Each Noteholder Noteholder, Note Owner or its any respective transferee agrees by acceptance of a Note (or a beneficial interest in a Note) that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder Noteholder, Note Owner or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder Noteholder, Note Owner or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder Noteholder, Note Owner or its transferee by its acceptance of a Note (or a beneficial interest in a Note) hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to reliance by the Indenture Trustee’s Trustee and the Paying Agent’s reliance Agent upon, any documents, forms or information provided by any Noteholder Noteholder, Note Owner or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (d) Prior to the receipt of any interest payment, any NoteholderNoteholder or Note Owner, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an applicable IRS Form W-8 (or successor forms). Each Noteholder Noteholder, Note Owner or transferee agrees by acceptance of a Note (or a beneficial interest in a Note) that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder Noteholder, Note Owner or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental applicable IRS Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder Noteholder, Note Owner or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder Noteholder, Note Owner or its transferee transferee, by its acceptance of a Note (or an interest in a Note) hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the reliance by the Indenture Trustee’s Trustee and the Paying Agent’s reliance Agent upon, any documents, forms or information provided by any Noteholder Noteholder, Note Owner or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise For U.S. federal income tax purposes, this Warrant shall not be treated as the Notes will qualify as indebtedness secured by underlying Warrant Shares. The parties hereto shall report consistently with the Collateral, and, foregoing treatment for all tax purposes (unless otherwise required by Applicable Lawchange in law, each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees solely for federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness secured final determination by the Collateral Internal Revenue Service or a court of competent jurisdiction). (b) Notwithstanding any other provision in this Agreement, the Company and (ii) not its paying agent shall be entitled to treat the Issuer as an association deduct and withhold taxes on all payments and distributions (or publicly-traded partnershipdeemed distributions) taxable as a corporationwith respect to this Warrant (or upon the exercise thereof) and the Warrant Shares, in each case, unless to the extent required by applicable law. At least ten (10) business days prior to the date of the applicable distribution (or deemed distribution) or the exercise of the Warrant, the Company shall notify the Holder if the Company or its paying agent intend to deduct and withhold any amounts pursuant to this Section 17(c) and shall reasonably cooperate with the Holder to mitigate, reduce or eliminate any such treatment has withholding. To the extent that any amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Warrant as having been determined paid to be contrary to Applicable Law by a decision, judgment, decree the Holder in respect of which such deduction or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) withholding was made. In the event that the Company previously remitted any withholding tax is imposed on payments amounts to a Noteholder, such tax shall reduce the amount otherwise distributable governmental authority on account of taxes required to such Noteholder be deducted or withheld in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment respect of any tax, including FATCA Withholding Tax, that is legally owed payment or distribution (or deemed distribution) with respect to such payment this Warrant (but such authorization shall not prevent or upon the Indenture Trustee exercise thereof) or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, howeverWarrant Shares, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder Company shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder or its transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall entitled (i) provide to offset any such amounts against any amounts otherwise payable in respect of this Warrant or the Indenture Trustee and Warrant Shares, any Warrant Shares otherwise required to be issued upon the Paying Agent with IRS Form W-9 (exercise of this Warrant or successor form) any amounts otherwise payable in respect of this Warrant received upon the exercise of this Warrant, or (ii) establish to require the Holder in respect of whom such deduction or withholding was made to reimburse the Company for such amounts. (i) Any subsequent transferee or subsequent Holder will provide the Company with a duly executed and completed IRS Form W-9 or applicable IRS Form W-8, and any other form or certification reasonably requested by the Company in order for the Company to comply with its obligations under applicable tax law, and (ii) any and all documentary, stamp and similar issue or transfer tax due on any such transfer or on the issue of Warrant Shares to such transferee shall be borne by the transferor, and no such transfer or issue shall be made unless and until the Holder requesting such transfer or issue has paid to the Company the amount of any such tax or has established to the satisfaction of the Indenture Trustee and the Paying Agent Company that it is exempt from backup withholding. Each Noteholder such tax has been paid or its transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Section. (d) Prior to the receipt of any interest payment, any Noteholder, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an applicable IRS Form W-8 (or successor forms). Each Noteholder or transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental applicable IRS Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this Sectionpayable. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.

Tax Treatment; Withholding. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, State and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral, and, unless otherwise required by Applicable Lawlaw, each Noteholder, by its acceptance of a Note (the Noteholders and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note) Owners agree that, by acquiring any Note or interest therein, that it will not take a position contrary to such treatment. The Issuer, by entering into this Indenture agrees agree solely for U.S. federal, State and local income, single business and franchise tax purposes, (i) to treat the Notes as indebtedness debt secured by the Collateral and (ii) not to treat the Issuer as an association (or publicly-traded partnership) taxable as a corporation, in each case, unless such treatment has been determined to be contrary to Applicable Law by a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order is final and binding after all appeals allowed by Applicable Law. (b) In the event that any withholding tax is imposed on payments to a Noteholder, such tax shall reduce the amount otherwise distributable to such Noteholder in accordance with this Section. The Indenture Trustee or the Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax, including FATCA Withholding Tax, tax that is legally owed with respect to such payment (but such authorization shall not prevent the Indenture Trustee or the Paying Agent from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by Applicable Law, pending the outcome of such proceedings; provided, however, the Indenture Trustee or the Paying Agent shall not be required to contest any tax). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Indenture Trustee or the Paying Agent and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment (such as a payment to a non non-U.S. Noteholder), the Indenture Trustee or the Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph with no liability therefor. (c) Prior to the receipt of any interest payment, any Noteholder or its transferee that is a United States person (as defined in Section 7701(a)(30) of the Code) shall (i) provide the Indenture Trustee and the Paying Agent with IRS Internal Revenue Service Form W-9 (or successor form) or (ii) establish to the satisfaction of the Indenture Trustee and the Paying Agent that it is exempt from backup withholding. Each Noteholder or its transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or its transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental IRS Internal Revenue Service Form W-9 (or successor form) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms or exemptions incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this SectionSection 2.09. (d) Prior to the receipt of any interest payment, any Noteholder, and upon transfer, any transferee that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall provide the Indenture Trustee and the Paying Agent with an Internal Revenue Service Form W-8BEN, Form W-8ECI or other applicable IRS Internal Revenue Service Form W-8 (or successor forms). Each Noteholder or transferee agrees by acceptance of a Note that, upon request of the Issuer, the Indenture Trustee or the Paying Agent, such Noteholder or transferee will provide the Issuer, the Indenture Trustee or the Paying Agent with a supplemental Internal Revenue Service Form X-0XXX, X-0XXX or other applicable IRS Internal Revenue Service Form W-8 (or successor forms) to the extent legally able to do so and that each Noteholder or its transferee shall notify the Indenture Trustee or the Paying Agent should subsequent circumstances render such forms incorrect or invalid. The Indenture Trustee and the Paying Agent shall be fully protected in relying upon, and each Noteholder or its transferee by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee and the Paying Agent harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s and the Paying Agent’s reliance upon, any documents, forms or information provided by any Noteholder or its transferee to the Issuer, the Indenture Trustee or the Paying Agent pursuant to this SectionSection 2.09. (e) Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, will be deemed to have agreed to provide the Issuer and the Indenture Trustee with the Tax Information. In addition, each holder of a Note or an interest therein will be deemed to understand that the Indenture Trustee and any other agent of the Issuer may withhold interest and principal payable with respect to a Note (without any corresponding gross-up) on any Noteholder or beneficial owner of an interest in a Note that fails to comply with the foregoing requirements. (f) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Basic Documents in effect from time to time that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Indenture Trustee and its Affiliates sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law, (ii) that the Indenture Trustee and its Affiliates shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable FATCA Law for which the Indenture Trustee and its Affiliates shall not have any liability, and (iii) to hold harmless the Indenture Trustee and its Affiliates for any losses it may suffer due to the actions it takes to comply with the Applicable FATCA Law. The terms of this Section shall survive the termination of this Indenture.