CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax considerations that may be relevant to initial holders of the notes.
The summary is limited to holders that purchase notes in the initial offering for cash at their initial offering price and that hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as property
held for investment. The summary does not purport to address all of the tax considerations that may be relevant to a particular holder or to deal with the tax considerations that may be relevant to holders in special tax situations, such as banks,
thrifts, real estate investment trusts, regulated investment companies, partnerships and other pass-through entities, insurance companies, dealers in securities or currencies, traders in securities electing to use a
mark-to-market
method of accounting, accrual basis taxpayers subject to special tax accounting rules under Section 451(b) of the Code, foreign persons (except to the extent specifically provided below),
tax-exempt
organizations, United States expatriates and certain former citizens or long-term residents of the United States, persons holding notes as part of a straddle, hedge, conversion transaction,
synthetic security or other integrated investment, persons deemed to sell the notes under the constructive sale provisions of the Code, or U.S. holders (as defined below) whose functional currency is not the U.S. dollar, nor
does it address federal estate, gift or alternative minimum taxes or state, local, or foreign taxes.
If a partnership (including any
entity treated as a partnership for U.S. federal income tax purposes) or pass-through entity holds notes, the tax treatment of a partner or a member in that partnership or pass-through entity generally will depend upon the status of the partner or
the member and upon the activities of the partnership or pass-through entity. A partnership or pass-through entity considering a purchase of the notes, and partners or members in such a partnership or pass-through entity, should consult their own
tax advisors regarding the tax consequences to them of the purchase, ownership and disposition of the notes.
This summary is based upon
the Code, Treasury regulations, Internal Revenue Service (IRS) rulings and pronouncements and administrative and judicial decisions currently in effect, all of which are subject to change (possibly with retroactive effect) or possible
differing interpretations. No ruling has been or will be sought from the IRS with respect to the U.S. federal income tax consequences of the purchase, ownership and disposition of the notes. As a result, the IRS could disagree with portions of this
discussion.
This discussion is for general purposes only. Persons considering a purchase of the notes should consult their own tax
advisors with respect to the tax consequences to them of the purchase, ownership and disposition of the notes in light of their own particular circumstances, including the tax consequences under federal, state, local and foreign tax laws and tax
treaties and the possible effects of any changes in applicable tax laws.
Consequences to U.S. Holders
The following discussion summarizes certain U.S. federal income tax considerations relevant to a U.S. holder. For purposes of this discussion,
the term U.S. holder means a beneficial owner of the notes that is (1) an individual who is a citizen or resident of the United States, (2) a corporation or other entity treated as a corporation for U.S. federal income tax
purposes, in each case, that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (3) a trust if it (i) is subject to the primary supervision of a U.S. court and the control of
one or more United States persons (as defined in the Code) or (ii) has a valid election in effect under applicable Treasury regulations to be treated as a United States person (as defined in the Code), or (4) an estate, the income of which
is subject to U.S. federal income tax regardless of its source.
Payments or Accruals of Interest
Payments or accruals of interest on a note will be taxable to U.S. holders as U.S.-source ordinary interest income at the time such U.S.
holders receive or accrue such amounts (in accordance with a holders regular method of tax accounting).
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