Common use of Information Reporting and Backup Withholding Clause in Contracts

Information Reporting and Backup Withholding. In general, interest payments, principal payments, and proceeds received from the sale of a note will be reported to U.S. holders and to the IRS. In addition, a U.S. holder of a note may be subject to backup withholding tax at the applicable rate with respect to such payments or proceeds if the U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing authorities of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if available. Backup withholding is not an additional tax, and amounts withheld as backup withholding will be allowed as a refund or credit against a holder’s federal income tax liability, as long as the required information is timely furnished to the IRS. 127

Information Reporting and Backup Withholding. In general, interest paymentsinformation reporting requirements will apply to payments of principal, principal paymentsinterest, and premium, if any, paid on debt securities and to the proceeds received from of the sale of a note will be reported debt securities paid to U.S. holders and other than certain exempt recipients (such as certain corporations) provided they establish such exemption. Information reporting generally will apply to the IRS. In addition, a U.S. holder payments of a note may be subject to backup withholding tax at the applicable rate with respect to such payments or proceeds if the U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments debt securities to non-U.S. holders Holders (as defined below) and the amount of tax tax, if any, withheld with respect to such payments, if any, will . Copies of the information returns reporting such interest payments and any withholding may also be reported made available to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing tax authorities of in the country in which the non-U.S. holder Holder resides or is incorporatedunder the provisions of an applicable income tax treaty. A In addition, for non-U.S. holder Holders, information reporting will not be subject apply to backup withholding the proceeds of the sale of debt securities within the United States or conducted through United States-related financial intermediaries unless the certification requirements described below have been complied with respect to interest or principal payments on the notes if such holder has provided and the statement described above below in the last bullet point under “—Taxation of Non-U.S. Federal Withholding TaxHolders” has been received (and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person person) or the holder otherwise establishes an exemption. Non-We may be required to withhold, for U.S. federal income tax purposes, a portion of all payments (including redemption proceeds) payable to holders should consult of debt securities who fail to provide us with their tax advisors regarding correct taxpayer identification number, who fail to make required certifications or who have been notified by the application of information reporting and IRS that they are subject to backup withholding (or if we have been so notified). Certain corporate and other shareholders specified in their particular situations, the availability of exemptions Code and the procedure for obtaining those exemptions, if availableregulations thereunder are exempt from backup withholding. Backup withholding is not an additional tax, and . Any amounts withheld as backup withholding will may be allowed as a refund or credit credited against a the holder’s U.S. federal income tax liability, as long as liability provided the required appropriate information is timely furnished to the IRS. 127A holder who is a non-U.S. Holder may have to comply with certification procedures to establish its non- U.S. status in order to avoid backup withholding tax requirements. The certification procedures required to claim the exemption from withholding tax on interest income described below with respect to non-U.S. Holders will satisfy these requirements.

Information Reporting and Backup Withholding. In generalInformation reporting requirements generally will apply to payments of the Offer Price or the Merger Consideration, interest paymentsas applicable, principal payments, and proceeds received from unless the sale of recipient is an exempt recipient such as a note will be reported to U.S. holders and to the IRScorporation. In addition, backup withholding at the applicable rate (currently 28%) will apply to the payments if a U.S. Holder fails to provide its taxpayer identification number (“TIN”) and otherwise comply with the applicable requirements of the U.S. backup withholding rules. In order to prevent U.S. federal income tax backup withholding with respect to payments, a U.S. holder must provide the Depositary with such holder’s correct TIN and certify that such holder is not subject to backup withholding by completing the IRS Form W-9 in the Letter of Transmittal. Certain holders (including, among others, all corporations and certain foreign individuals and entities) may not be subject to backup withholding. If a note holder does not provide its correct TIN or fails to provide the certifications described above, the IRS may impose a penalty on the holder, and payments to the holder pursuant to the Offer or the Merger, as applicable, may be subject to backup withholding tax at the applicable rate with respect to such payments or proceeds if the withholding. All U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by holders should complete and sign the IRS that Form W-9 included in the holder is subject Letter of Transmittal to backup withholding for failing provide the information necessary to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and avoid backup withholding. 126 In general, interest payments to non-U.S. holders Foreign shareholders should complete and sign the amount appropriate Form W-8 (a copy of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also which may be made available, under obtained from the provisions of Depositary or the Information Agent) in order to avoid backup withholding. Such shareholders should consult a specific treaty or agreement, tax advisor to the taxing authorities determine which Form W-8 is appropriate. See Instruction 9 of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds Letter of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if availableTransmittal. Backup withholding is not an additional tax, and . Any amounts withheld as under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s United States federal income tax liability, as long as liability provided the required information is timely furnished to the IRS. 127Table of Contents

Information Reporting and Backup Withholding. In general, interest payments, principal payments, A U.S. Holder whose notes are tendered and proceeds received from the sale of a note will be reported to U.S. holders and accepted for payment pursuant to the IRSoffer may be subject to certain information reporting requirements (unless the U.S. Holder is an exempt recipient). In addition, a U.S. holder of a note Holder may be subject to backup withholding tax at the applicable rate of 28% with respect to such payments or proceeds if the receipt of cash in exchange for a note unless the U.S. holder (i) fails to furnish the payor Holder provides us with a correct taxpayer identification number or other required certification; (ii“TIN”) the holder has been notified by the IRS and certifies that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing authorities of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder Holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, the TIN is correct (or that the U.S. Holder is awaiting a non-TIN) and the U.S. holder generally will Holder is not be currently subject to backup withholding or information reporting with respect withholding. U.S. Holders are encouraged to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and as to their qualification for exemption from backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if availablesuch exemption. Backup withholding is not an additional tax, and amounts withheld . Any amount paid as backup withholding will would be allowed as a refund or credit creditable against a holderthe U.S. Holder’s U.S. federal income tax liabilityliability and may entitle the U.S. Holder to a refund, as long provided that the requisite information is properly provided to the Internal Revenue Service in a timely manner. In general, information reporting and backup withholding will not apply to the sale of notes by a Non-U.S. Holder pursuant to the offer, provided that the Non-U.S. Holder has provided the required documentation that it is not a U.S. person (for example, Internal Revenue Service Form W-8BEN). However, information reporting (but not backup withholding) may apply to any portion of the sale proceeds attributable to accrued interest, even if the accrued interest is not subject to U.S. tax because of a treaty or Code exception. THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. ALL HOLDERS ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE OFFER. Table of Contents DEALER MANAGERS; DEPOSITARY AND INFORMATION AGENT We have retained X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. to act as the required dealer managers, U.S. Bank National Association to act as the depositary and Global Bondholder Services Corporation to act as information is timely furnished agent in connection with the offer. In their role as dealer managers, X.X. Xxxxxx Securities Inc., Banc of America Securities LLC and Barclays Capital Inc. may contact brokers, dealers and similar entities and may provide information regarding the offer to those that it contacts or persons that contact it. We have agreed to pay the dealer managers, the depositary and the information agent customary fees for their services in connection with the offer. We have also agreed to indemnify them against certain liabilities, including liabilities under the U.S. federal securities laws. We will not pay any fees or commissions to any broker, dealer or other person, other than the dealer managers, the depositary and information agent, in connection with the solicitation of tenders of notes pursuant to the IRSoffer. 127We will, however, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding this document and related materials to their clients. The dealer managers and/or their affiliates may participate in the offer to the extent that any of the notes held or beneficially owned by them are validly tendered and accepted by us for purchase pursuant to the offer. At any given time, the dealer managers may trade in the notes or other of our or our affiliates’ securities for its own account or for the accounts of its customers, and accordingly, may hold a long or a short position in the notes or such other securities. The dealer managers or its affiliates have provided other investment and commercial banking and financial advisory services to us and our affiliates, including in connection with the Refinancing Transaction. The dealer managers and its affiliates may in the future provide various investment and commercial banking and other services to us and our affiliates for which they would receive customary compensation. None of the dealer managers, the depositary or the information agent assumes any responsibility for the accuracy or completeness of the information contained in this document or for our failure to disclose events that may have occurred and may affect the significance or accuracy of such information. In connection with the offer, our directors, officers and regular employees (who will not be specifically compensated for such services) may solicit tenders of notes by use of the mail, personally or by telephone.

Information Reporting and Backup Withholding. In general, interest paymentsinformation reporting requirements will apply to payments of principal, principal paymentsinterest, and premium, if any, paid on debt securities and to the proceeds received from of the sale of a note will be reported debt securities paid to U.S. holders and other than certain exempt recipients. Information reporting generally will apply to the IRS. In addition, a U.S. holder payments of a note may be subject to backup withholding tax at the applicable rate with respect to such payments or proceeds if the U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments debt securities to non-U.S. holders Holders (as defined below) and the amount of tax tax, if any, withheld with respect to such payments, if any, will . Copies of the information returns reporting such interest payments and any withholding may also be reported made available to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing tax authorities of in the country in which the non-U.S. holder Holder resides or is incorporatedunder the provisions of an applicable income tax treaty. A In addition, for non-U.S. holder Holders, information reporting will not be subject apply to backup withholding the proceeds of the sale of debt securities within the United States or conducted through United States-related financial intermediaries unless the certification requirements described below have been complied with respect to interest or principal payments on the notes if such holder has provided and the statement described above below in the last bullet point under “—Taxation of Non-U.S. Federal Withholding TaxHolders” has been received (and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person person) or the holder otherwise establishes an exemption. Non-We may be required to withhold, for U.S. federal income tax purposes, a portion of all payments (including redemption proceeds) payable to holders should consult of debt securities who fail to provide us with their tax advisors regarding correct taxpayer identification number, who fail to make required certifications or who have been notified by the application of information reporting and IRS that they are subject to backup withholding (or if we have been so notified). Certain corporate and other shareholders specified in their particular situations, the availability of exemptions Internal Revenue Code and the procedure for obtaining those exemptions, if availableregulations thereunder are exempt from backup withholding. Backup withholding is not an additional tax, and . Any amounts withheld as backup withholding will may be allowed as a refund or credit credited against a the holder’s U.S. federal income tax liability, as long as liability provided the required appropriate information is timely furnished to the IRS. 127If you are a non-U.S. Holder, you may have to comply with certification procedures to establish your non-U.S. status in order to avoid backup withholding tax requirements. The certification procedures required to claim the exemption from withholding tax on interest income described below will satisfy these requirements.

Information Reporting and Backup Withholding. In general, interest payments, principal paymentsPayments made to a holder of Shares upon such holder’s exchange of Shares pursuant to the Offer or the Merger may be subject to information reporting, and proceeds received from the sale of cash consideration paid to a note will be reported to U.S. holders and to the IRS. In addition, a U.S. holder of a note Shares may be subject to backup withholding tax (currently at the applicable rate with respect of 28%). A U.S. holder will not be subject to such payments or proceeds backup withholding if the U.S. holder (i) fails to furnish the payor with furnishes a correct taxpayer identification number TIN and complies with certain certification procedures (generally, by providing a properly completed and executed IRS Form W-9, which will be included with the applicable Letter(s) of Transmittal to be returned to the Depositary); or other required certification; (ii) otherwise establishes to the holder has been notified by satisfaction of the IRS Depositary that the such U.S. holder is subject to exempt from backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing authorities of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on if the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder certifies its exempt status by providing a properly executed IRS Form W-8BEN or Form W-8BEN-E, as applicable (or other applicable IRS Form W-8). We must report to the IRS and to each non-U.S. holder any interest (including imputed interest) that is paid to the non-U.S. holder. Copies of these information returns may also be made available to the tax authorities of the country in which the non-U.S. holder resides under the provisions of various treaties or agreements for the exchange of information. Certain stockholders (including corporations) generally will are not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if availablewithholding. Backup withholding is not an additional tax, and any amounts withheld as under the backup withholding rules from a payment to a U.S. holder generally will be allowed as a refund or credit against a such U.S. holder’s U.S. federal income tax liability, as long as provided that such holder timely and properly furnishes the required information is timely furnished to the IRS. 127Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Table of Contents THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE OFFER OR THE MERGER. HOLDERS OF SHARES ARE STRONGLY URGED TO CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OFFER OR MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES. NOTHING IN THIS DISCUSSION IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, TAX ADVICE.

Information Reporting and Backup Withholding. In generalPayments made to a United States Holder in connection with the Offer or the Merger will be subject to information reporting and U.S. federal backup withholding (currently at a rate of 24%) unless (i) in the case of backup withholding, interest paymentssuch United States Holder provides an accurate taxpayer identification number (which, principal paymentsfor an individual United States Holder, is the United States Holder’s social security number) and any other required information or (ii) such United States Holder is a corporation or comes within certain other exempt categories, and proceeds received from when required, demonstrates this fact. Exempt United States Holders TABLE OF CONTENTS​ (including, among others, corporations) are not subject to these backup withholding and information reporting requirements. A United States Holder may prevent backup withholding by completing and signing the sale IRS Form W-9 included as part of the Letter of Transmittal. Payments to a note will be reported to U.S. holders and to Non-United States Holder in connection with the IRS. In addition, a U.S. holder of a note Offer or the Merger may be subject to backup withholding tax (currently at a rate of 24%) unless such Non-United States Holder certifies on the applicable rate with respect to such payments or proceeds if IRS Form W-8 (a copy of which can be obtained from the U.S. holder (iDepositary) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject not a U.S. person, or otherwise establishes an exemption in a manner satisfactory to backup the Depositary or other applicable withholding for failure agent. Payments to report interest a Non-United States Holder in connection with the Offer or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments the Merger may also be required to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the nonInternal Revenue Service, unless such Non-U.S. holder and United States Holder properly establishes an exemption (which generally can be done by providing the IRSapplicable IRS Form W-8). In addition, copies Copies of those any such information returns also return may be made available, available under the provisions of a specific treaty or agreement, agreement to the taxing tax authorities of the country in which the nonNon-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if availableHolder resides. Backup withholding is not an additional tax and may be refunded or credited by the Internal Revenue Service to the extent it results in an overpayment of tax, and amounts withheld as backup withholding will be allowed as a refund or credit against a holder’s federal income tax liability, as long as provided that such holder furnishes the required information is timely furnished to the IRSInternal Revenue Service in a timely manner. 127Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS TO DETERMINE THE TAX CONSIDERATIONS OF THE OFFER AND THE MERGER TO YOU IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICATION AND EFFECT OF ANY GIFT, ESTATE, U.S. FEDERAL, STATE, LOCAL OR NON-U.S. TAX LAWS.

Information Reporting and Backup Withholding. In general, Payments of interest payments, principal payments, and proceeds received from the sale of to a note will be reported to U.S. holders and to the IRS. In addition, a non-U.S. holder of a note may generally will not be subject to backup withholding tax at withholding, provided the applicable rate with respect withholding agent does not have actual knowledge or reason to know that such payments or proceeds if the U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding a United States person for failing to report interest or dividends required to be shown on the holder’s U.S. federal income tax returns; or (iii) purposes, and the holder has provided the statement described above under certain circumstances“—Payments of stated interest and OID.” However, fails if interest is treated as U.S. source, payors will generally be required to certify, under penalties of perjury, that it has not been notified by report annually to the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder the amount of, and the IRStax withheld with respect to, any interest paid to the non-U.S. holder, regardless of whether any tax was actually withheld. In addition, copies Copies of those these information returns may also may be made available, available under the provisions of a specific treaty or agreement, agreement to the taxing tax authorities of the country in which the non-U.S. holder resides or is incorporatedresides. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale or other disposition (including a retirement or redemption) of a note made Note within the United States or conducted through certain U.S. financial intermediaries U.S.-related brokers if the payor receives the statement described above under “—Payments of stated interest and OID” and does not have actual knowledge or reason to know that the such holder is a United States person for U.S. person federal income tax purposes, or the holder otherwise establishes an exemption. NonProceeds of a disposition of a Note paid outside the United States and conducted through a non-U.S. holders should consult their tax advisors regarding the application office of information reporting and a non-U.S. broker (other than a U.S.-related broker as mentioned above) generally will not be subject to backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if availableor information reporting. Backup withholding is not an additional tax, tax and a non-U.S. holder generally will be entitled to credit any amounts withheld as under the backup withholding will be allowed as a refund or credit rules against a the holder’s U.S. federal income tax liability, as long as liability or may claim a refund provided that the required information is timely furnished to the IRS. 127IRS in a timely manner.

Information Reporting and Backup Withholding. In general, interest payments, principal payments, and proceeds information reporting requirements will apply to any cash received from the sale of a note will be reported to U.S. holders and pursuant to the IRSMerger. In addition, a U.S. holder Certain holders of a note New Senior Common Stock may be subject to backup withholding tax (currently at the applicable a rate of 24%) with respect to such payments or proceeds if the U.S. payments. Backup withholding will not apply, however, to a holder of New Senior Common Stock that (i) fails to furnish the payor with furnishes a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS and certifies that the holder it is not subject to backup withholding for failing to report interest on IRS Form W-9 (ii) provides a properly completed IRS Form W-8BEN or dividends required to be shown on the holder’s U.S. federal income tax returns; W-8BEN-E, or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by the IRS that it is subject to otherwise exempt from backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, under the provisions of a specific treaty or agreement, to the taxing authorities provides appropriate proof of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. However, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an applicable exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if available. Backup withholding is not an additional tax, tax and any amounts withheld as backup withholding will be allowed as a refund or credit against a the U.S. holder’s 's U.S. federal income tax liability, as long as if any, provided that such U.S. holder timely furnishes the required information to the IRS This preceding discussion does not purport to be a complete analysis or discussion of all the potential tax consequences of the Merger. Holders of New Senior Common Stock should consult their tax advisors regarding the specific tax consequences to them of the Merger, including any tax return reporting requirements and the applicability and effect of U.S. federal, state, local and non-U.S. and other applicable tax laws in light of their particular circumstances. MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS REGARDING VENTAS’S TAXATION AS A REIT The following is timely furnished a general summary of certain material U.S. federal income tax considerations regarding Xxxxxx’s election to be taxed as a REIT and the acquisition, ownership and disposition of Ventas Common Stock. This summary is for general information only and is not tax advice. The information in this summary is based on: • the Code; • current, temporary and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”); • the legislative history of the Code; • administrative interpretations and practices of the IRS; and • court decisions; in each case, as of the date of this proxy statement/prospectus. In addition, the administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the particular taxpayers who requested and received those rulings. The sections of the Code and the corresponding Treasury Regulations that relate to qualification and taxation as a REIT are highly technical and complex. The following discussion sets forth certain material aspects of the sections of the Code that govern the U.S. federal income tax treatment of a REIT and its stockholders. This summary is qualified in its entirety by the applicable Code provisions, Treasury Regulations promulgated under the Code, and administrative and judicial interpretations thereof. Potential tax reforms may result in significant changes to the rules governing U.S. federal income taxation. New legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may significantly and adversely affect Ventas’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of an investment in Ventas, including those described in this discussion. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. Any such changes could apply retroactively to transactions preceding the date of the change. Ventas has not requested, and does not plan to request, any rulings from the IRS that it qualifies as a REIT, and the statements in this proxy statement/prospectus are not binding on the IRS or any court. Thus, Ventas can provide no assurance that the tax considerations contained in this discussion will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. 127This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax laws other than U.S. federal income tax laws, associated with the acquisition, ownership or disposition of Ventas Common Stock, or Ventas’s election to be taxed as a REIT. You are urged to consult your tax advisor regarding the tax consequences to you of: • the acquisition, ownership and disposition of Ventas Common Stock, including the U.S. federal, state, local, non-U.S. and other tax consequences; • Xxxxxx’s election to be taxed as a REIT for U.S. federal income tax purposes; and • potential changes in applicable tax laws.

Information Reporting and Backup Withholding. In general, interest payments, principal paymentsDistributions on, and the payment of the proceeds received from the sale of a note disposition of, our common stock generally will be reported to U.S. holders and to the IRS. In addition, a U.S. holder of a note may be subject to backup withholding tax at information reporting if made within the applicable rate with respect to such payments United States or proceeds if the U.S. holder (i) fails to furnish the payor with a correct taxpayer identification number or other required certification; (ii) the holder has been notified by the IRS that the holder is subject to backup withholding for failing to report interest or dividends through certain U.S.-related financial intermediaries. Information returns are required to be shown on the holder’s U.S. federal income tax returns; or (iii) under certain circumstances, fails to certify, under penalties of perjury, that it has not been notified by filed with the IRS that it is subject to backup withholding for failure to report interest or dividend payments. Certain U.S. holders, including generally corporations and tax-exempt entities, are exempt from information reporting and backup withholding. 126 In general, interest payments to non-U.S. holders and the amount of tax withheld with respect to such payments, if any, will be reported to the non-U.S. holder and the IRS. In addition, copies of those information returns also may be made available, available to the tax authorities of the country in which a holder resides or is incorporated under the provisions of a specific treaty or agreement. Backup withholding may also apply if the holder fails to provide certification of exempt status or a correct U.S. taxpayer identification number and otherwise comply with the applicable backup withholding requirements. Generally, to the taxing authorities of the country in which the non-U.S. holder resides or is incorporated. A non-U.S. a holder will not be subject to backup withholding with respect to interest if it provides a properly completed and executed IRS Form W-9 or principal payments on the notes if such holder has provided the statement described above in the last bullet point under “—U.S. Federal Withholding Tax” and the payor does not have actual knowledge or reason to know that the holder is a U.S. person. Howeverappropriate IRS Form W-8, information reporting may still apply to interest payments. In addition, a non-U.S. holder generally will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note made within the United States or conducted through certain U.S. financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that the holder is a U.S. person or the holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining those exemptions, if availableas applicable. Backup withholding is not an additional tax, and amounts . Amounts withheld as under the backup withholding will rules may be allowed as a refund refunded or credit credited against a the holder’s U.S. federal income tax liability, as long as the required if any, provided certain information is timely furnished to filed with the IRS. 127Foreign Account Tax Compliance Act Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”) impose a separate reporting regime and potentially a 30% withholding tax on certain payments, including payments of dividends on our common shares. Withholding under FATCA generally applies to payments made to or through a foreign entity if such entity fails to satisfy certain disclosure and reporting rules. These rules generally require (i) in the case of a foreign financial institution, that the financial institution agree to identify and provide information in respect of financial accounts held (directly or indirectly) by U.S. persons and U.S.-owned entities, and, in certain instances, to withhold on payments to account holders that fail to provide the required information, and (ii) in the case of a non-financial foreign entity, that the entity either identify and provide information in respect of its substantial U.S. owners or certify that it has no such U.S. owners. FATCA withholding also potentially applies to payments of gross proceeds from the sale or other disposition of our common stock. Proposed regulations, however, would eliminate FATCA withholding on such payments, and the U.S. Treasury Department has indicated that taxpayers may rely on this aspect of the proposed regulations until final regulations are issued. Non-U.S. holders typically will be required to furnish certifications (generally on the applicable IRS Form W-8) or other documentation to provide the information required by FATCA or to establish compliance with or an exemption from withholding under FATCA. FATCA withholding may apply where payments are made through a non-U.S. intermediary that is not FATCA compliant, even where the Non-U.S.holder satisfies the holder’s own FATCA obligations. The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA. Any applicable intergovernmental agreement may alter one or more of the FATCA information reporting and withholding requirements. You are encouraged to consult with your own tax advisor regarding the possible implications of FATCA on your investment in our common shares, including the applicability of any intergovernmental agreements.