Common use of Evidence of Exemption From U.S. Withholding Tax Clause in Contracts

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Purchaser”) shall, to the extent such Purchaser is legally entitled to do so, deliver to Company, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Agreement pursuant to which it becomes a Purchaser (in the case of each other Purchaser), and at such other times as may be necessary in the determination of Company (in the reasonable exercise of its discretion), (i) two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by such Purchaser of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to Company two new copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser under the Note Documents, or notify Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c).

Evidence of Exemption From U.S. Withholding Tax. (i) Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Paying Agent for transmission to Company, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Paying Agent (each in the reasonable exercise of its discretion), (iA) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN8BEN-E, W-8ECI, W-8EXP and/or E or W-8ECI or W-8IMY (or, in each case, with appropriate attachments) (or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (to, or is subject to eligible for a reduced reduction in the rate of) , deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (iiB) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8IMY or W-8ECI pursuant to clause (A) above and is relying on the so called “portfolio interest exception”, a U.S. Tax Compliance Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN or 8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (subject, or is subject to eligible for a reduced reduction in the rate of) , to deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(e)(i) or Section 2.16(e)(ii) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Paying Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN8BEN-E, W-8IMY, or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any caseif relying on the “portfolio interest exception”, any successor form), or a U.S. Tax Compliance Certificate Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN or 8BEN-E, E (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to to, or is eligible for a reduction in the rate of, deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount in respect of U.S. Federal withholding taxes to any Purchaser Non-US Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the any forms, certificates or other evidence required by Section 2.16(e)(i) or Section 2.16(e)(ii), or (2) to notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.16(e)(i) and Section 2.16(e)(ii) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.16(e)(i) shall relieve Company of its obligation to pay any additional amounts pursuant to this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. (ii) Any Lender that is a U.S. Person shall deliver to Company and the Paying Agent on or prior to the Closing Date or the date on which such Lender becomes a Lender under this Agreement pursuant to an Assignment Agreement (and from time to time thereafter upon the reasonable request of Company or the Paying Agent), executed originals of IRS Form W-9 certifying that such Lender is a U.S. Person and exempt from U.S. federal backup withholding tax. (iii) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Company and the Paying Agent at the time or times reasonably requested by Company or the Paying Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Company or the Paying Agent as may be necessary for Company and the Paying Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), ): (i) two in the case of a Non-US Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed copies of Internal Revenue Service IRS Form W-8BEN, W-8BEN or W-8BEN-E, W-8ECIas applicable, W-8EXP and/or W-8IMY (orestablishing an exemption from, in each caseor reduction of, any successor forms), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income withholding Tax pursuant to the “interest” Article of such tax treaty and (y) with respect to any other applicable payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note DocumentsCredit Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” Article of such tax treaty; (ii) if executed copies of IRS Form W-8ECI; (iii) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Purchaser Non-US Lender is not a “bank” or other Person described in within the meaning of Section 881(c)(3881(c)(3)(A) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any “10 percent shareholder” of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Borrower within the meaning of Section 7701(a)(30881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) for U.S. federal income tax purposes of the Internal Revenue Code (a “U.S. PurchaserTax Compliance Certificate”) shall deliver to Company on or prior to the Closing Date and (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreementy) two executed copies of Internal Revenue Service IRS Form W-9 (W 8BEN or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by such Purchaser of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to Company two new copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, as applicable; or (iv) to the extent a Non-US Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, W-8EXPIRS Form W-8BEN or W-8BEN-E, W-8IMYas applicable, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies substantially in the form of Internal Revenue Service Exhibit E-2 or Exhibit E-3, IRS Form W-8BENW-9, W-8BEN-E, or W-8IMY (or, in and/or other certification documents from each case, any successor form)beneficial owner, as applicable; provided that if the case Non-US Lender is a partnership and one or more direct or indirect partners of such Non-US Lender are claiming the portfolio interest exemption, such Non-US Lender may be, properly completed provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser under the Note Documents, or notify Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c)indirect partner.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Without limiting the generality of the foregoing, to the extent legally able to do so, each Lender (including, for the avoidance of doubt, an Eligible Assignee to which a Lender assigns its interest in accordance with Section 10.07) to the Parent Borrower or to the Japanese Subsidiary Borrower) that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Purchaser”) shall, shall deliver to the extent such Purchaser is legally entitled to do so, deliver to CompanyAdministrative Agent and the Parent Borrower, on or prior to the Closing Fourth Restatement Effective Date (in the case of each Purchaser listed on Lender as of the signature pages hereof on Fourth Restatement Effective Date to the Closing Dateextent that such Lender has not already delivered such forms) or on or prior to the date of the Transfer Agreement pursuant to on which it such Lender becomes a Purchaser party to this Agreement (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Parent Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (including any required attachments) (or, in each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by the Parent Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Lender that is not a “bank” or other Person described in Section 881(c)(3) of the Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8IMY (including any required attachments) (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Parent Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to deduction or withholding (or is subject to a reduced rate of) deduction or withholding withholding) of U.S. United States federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable Lender under any of the Note Credit Documents; provided, or (ii) however, if payment to a Lender is made to an “agent” of such Purchaser Lender that is not a “bankU.S. person” or other Person described in and a “financial institution” (each within the meaning of Section 881(c)(31.1441-1(b)(2)(ii) of the Internal Revenue CodeTreasury regulations), a U.S. Tax Compliance Certificate together with such agent may deliver two properly completed and duly executed copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-9 (or W-8IMY (or, in each case, any successor form), properly completed ) instead of the delivery of the specified forms and duly executed certificates by such Purchaser, the Lender to the Parent Borrower and such other documentation required under the Internal Revenue Code and reasonably requested by Company Administrative Agent (unless the Administrative Agent has reason to establish believe that such Purchaser is agent will not subject comply with its obligations to (withhold). To the extent legally able to do so and to the extent it has not already done so, each Lender to the Parent Borrower or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser Japanese Subsidiary Borrower that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company the Administrative Agent and the Parent Borrower on or prior to the Closing Fourth Restatement Effective Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemptionwithholding. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c3.01(f) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or time, a change in circumstances or operation of law renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent and the Parent Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in including any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY required attachments) (or, in each case, any successor form), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8IMY (including any required attachments)(or, in each case, any successor forms), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Parent Borrower or the Administrative Agent to confirm or establish that such Purchaser Lender is not subject to deduction or withholding (or is subject to reduced deduction or withholding) of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company the Administrative Agent and the Parent Borrower of its inability to deliver any such forms, certificates or other evidence. Company No Borrower shall not be required to pay any additional amount or make any indemnity payments to any Purchaser Lender under this Section 2.19(b)(iii) if 3.01 to the extent such Purchaser shall have failed additional amounts or indemnity payments relate to U.S. federal withholding taxes resulting from such Lender’s failure to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c3.01(f); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 3.01(f) on the Original Closing Date or on the date of the Assignment and Assumption or the Amendment pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 3.01(f) (if applicable) shall relieve a Borrower of its obligation to pay any additional amounts pursuant this Section 3.01 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein; and provided, further, that if a Lender is not legally entitled to deliver a form, certificate or other evidence referred to in the first sentence of this Section 3.01(f) at the time such Lender becomes a party to this Agreement or changes its applicable lending office, such Lender shall nevertheless be entitled to additional amounts and indemnity payments in respect of any applicable U.S. federal withholding tax to the extent such Lender’s assignor was entitled to receive additional amounts or indemnity payments immediately prior to the assignment or such Lender was entitled to receive additional amounts or indemnity payments immediately prior to the change in lending office.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, shall deliver to the extent such Purchaser is legally entitled Administrative Agent for transmission to do so, deliver to Companythe Credit Parties, on or prior to the Closing Effective Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Effective Date) or on or prior to the date of the Transfer Assumption Agreement or Assignment Agreement, as applicable, pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Credit Parties or Administrative Agent (each in the reasonable exercise of its discretion), (ix) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8BEN or W-8ECI (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company the Credit Parties to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Loan Documents, or . (iib) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.8B(iii)(a) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Company Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Credit Parties to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Documents, Loan Documents or (2) notify Company Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) The Credit Parties shall not be required to pay any additional amount to any Purchaser Non-US Lender under clause (c) of Section 2.19(b)(iii2.8B(ii) if such Purchaser Lender shall have failed to satisfy the requirements of clause (a) or (b)(1) of this Section 2.8B(iii); provided that if such Lender shall have satisfied the requirements of Section 2.8B(iii)(a) on the Effective Date or on the date of the Assumption Agreement or Assignment Agreement, as applicable, pursuant to which it became a Lender, as applicable, nothing in this Section 2.8B(iii)(c) shall relieve the Credit Parties of its obligation to pay any additional amounts pursuant to clause (c) of Section 2.8B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required by at a subsequent date establishing the first sentence of this Section 2.19(c)fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled able to do so, deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP W-8EXP, W-8IMY and/or W-8IMY any other form prescribed by applicable law (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-9 and/or W-9 any other form prescribed by applicable law (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by this Section 2.20(c) or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the first sentence case may be; provided, if such Lender shall have satisfied the requirements of this Section 2.19(c)2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. Notwithstanding anything in this clause (c) to the contrary, the completion, execution and submission of such documentation (other Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX, W-8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re Non-Bank Status) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Evidence of Exemption From U.S. Withholding Tax. (i) Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserNon‑US Lender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Paying Agent for transmission to Company, on or prior to the Original Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof of the Original Credit Agreement on the Original Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Paying Agent (each in the reasonable exercise of its discretion), (iA) two original copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN8BEN-E, W-8ECI, W-8EXP and/or E or W‑8ECI or W-8IMY (or, in each case, with appropriate attachments) (or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (to, or is subject to eligible for a reduced reduction in the rate of) , deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (iiB) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8IMY or W‑8ECI pursuant to clause (A) above and is relying on the so called “portfolio interest exception”, a U.S. Tax Compliance Certificate Regarding Non‑Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENW‑8BEN or 8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (subject, or is subject to eligible for a reduced reduction in the rate of) , to deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(e)(i) or Section 2.16(e)(ii) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Paying Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN8BEN-E, W-8ECIW‑8IMY, W-8EXPor W‑8ECI, W-8IMY, and/or W-9 (or, in any caseif relying on the “portfolio interest exception”, any successor form), or a U.S. Tax Compliance Certificate Regarding Non‑Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BENW‑8BEN or 8BEN-E, E (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to to, or is eligible for a reduction in the rate of, deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount in respect of U.S. Federal withholding taxes to any Purchaser Non‑US Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the any forms, certificates or other evidence required by referred to in this Section 2.16(e)(i) or Section 2.16(e)(ii), or (2) to notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.16(e)(i) and Section 2.16(e)(ii) on the Original Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.16(e)(i) shall relieve Company of its obligation to pay any additional amounts pursuant to this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. (ii) Any Lender that is a U.S. Person shall deliver to Company and the Paying Agent on or prior to the Original Closing Date or the date on which such Lender becomes a Lender under this Agreement pursuant to an Assignment Agreement (and from time to time thereafter upon the reasonable request of Company or the Paying Agent), executed originals of IRS Form W-9 certifying that such Lender is a U.S. Person and exempt from U.S. federal backup withholding tax. (iii) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Company and the Paying Agent at the time or times reasonably requested by Company or the Paying Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Company or the Paying Agent as may be necessary for Company and the Paying Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower, on or prior to the Closing Date (in the case of each Purchaser Non-U.S. Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserNon-U.S. Lender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN (in the case of a Non-EU.S. Lender claiming benefits under an applicable treaty), W-8ECI, W-8EXP and/or W-8IMY together with all required attachments (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Loan Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company the Administrative Agent and the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two (2) original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two (2) new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY together with all required attachments and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Loan Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company The Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c)2.20(c) or (2) to notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.17(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c2.17(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.17(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.17(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.17 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower, on or prior to the Closing ClosingRestatement Effective Date (in the case of each Purchaser Non-U.S. Lender listed on the signature pages hereof on the Closing ClosingRestatement Effective Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserNon-U.S. Lender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, as applicable (in the case of a Non-U.S. Lender claiming benefits under an applicable treaty), W-8ECI, W-8EXP and/or W-8IMY together with all required attachments (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E E, as applicable (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Loan Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company the Administrative Agent and the Borrower on or prior to the Closing ClosingRestatement Effective Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two (2) original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two (2) new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY together with all required attachments and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, as applicable (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Loan Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company The Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c)2.20(c) or (2) to notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the ClosingRestatement Effective Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. US federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Second Amendment Effective Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Second Amendment Effective Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate of Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserUS Lender”) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser US Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove proving that it is entitled to such an exemption. In addition, if a payment made to a Lender or the Administrative Agent with respect to the Credit Documents would be subject to US federal withholding Tax imposed by FATCA if such Lender or the Administrative Agent, as applicable, fails to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent shall deliver to the Borrower any documentation required by law or reasonably requested by the Borrower sufficient for the Borrower to comply with its obligations under FATCA, to determine that such Lender or the Administrative Agent has complied with such applicable reporting requirements and, if necessary, to determine the amount to withhold from such payments. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.17(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in this Section 2.17(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the first sentence case may be; provided, if such Lender shall have satisfied the requirements of this Section 2.19(c)2.17(c) on the Closing Date, the Second Amendment Effective Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.17(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.17 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer legally able to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Non-US Lender shall deliver to Administrative Agent and to Company, and Administrative Agent shall deliver to Company if a payment to Administrative Agent hereunder is treated as a payment to a Person that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code), on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof) for U.S. or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, or, in the case of a Non-US Lender claiming exemption from United States federal income withholding tax purposes under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a Form W-8BEN, and a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Company or Holdings or (iii) a controlled foreign corporation related to Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code), in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to, or is subject to a reduced rate of, United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Non-U.S. Purchaser”) shallUS Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Purchaser is legally entitled Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to do so, deliver Administrative Agent and to Company, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or hereof), on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor formsthe forms or statements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that such Purchaser is not subject to United States withholding tax, and (or is subject to a reduced rate of2) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, or any successor form), forms) properly completed and duly executed by such PurchaserLender, together with any information, if any, such Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder, to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Purchaser of interest payable under any of the Note Documents. Lender. (c) Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) Non-US Lender hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Administrative Agent and to Company two new original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any amendments or additional or successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may beforms, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or United States withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note DocumentsLoan Documents and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (d) Company shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii), (1) with respect to any Tax required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or (2) if such Purchaser Lender shall have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this subsection 2.7B(iii); provided that (i) notwithstanding anything to the contrary in subsection 2.7B(iii)(d)(1), Company shall be required to pay additional amounts with respect to payments beneficially owned by Participants entitled to the benefits of subsection 2.7 as though such Participants were Lenders and (ii) if a Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing in this subsection 2.7B(iii)(d) shall relieve Company of its obligation to pay any amounts pursuant to subsection 2.7B(ii)(c) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a). (e) Company shall not be required by to pay any additional amount to any Lender that is not a Non-U.S. Lender under clause (c) of subsection 2.7B(ii) if such Lender does not provide prior to or on the first sentence Closing Date (or on or prior to the date it becomes a party to this Agreement) to Administrative Agent and Company a properly completed and executed IRS Form W-9 (certifying that such Lender is not subject to United States backup withholding tax) or any successor form. Solely for purposes of this subsection 2.7B(iii)(e), a Lender shall not include a Lender that may be treated as an exempt recipient based on the indicators described in Treasury Regulation Section 2.19(c1.6049-4(c)(l)(ii).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrowers, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement or Joinder Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY or W-8ECI (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note DocumentsCredit Documents or is subject to deduction or withholding at a reduced rate, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode or a 10% shareholder of a Borrower (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a U.S. Tax Compliance Certificate Regarding Non Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note DocumentsCredit Documents pursuant to the portfolio interest exemption. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Interval Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049 4(c) shall deliver to the Administrative Agent and the Company on or prior to the Closing Date (or, or if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two (2) original copies of the Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove provide that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(e) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrowers two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate Regarding Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W 8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note DocumentsCredit Documents or is subject to deduction or withholding at a reduced rate, or notify Company Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence. Company Borrowers shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c)2.16(e) that it is legally entitled to deliver; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.16(e) on the Closing Date or on the date of the Assignment Agreement or Joinder Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.16(e) shall relieve Borrowers of their obligation to pay any additional amounts pursuant this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. Nothing in this Section 2.16 shall be construed to require a Lender, Agent or Participant to provide any forms or documentation that it is not legally entitled to provide.

Evidence of Exemption From U.S. Withholding Tax. (i) Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Paying Agent for transmission to Company, on or prior to the Original Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof of the Existing Credit Agreement on the Original Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Paying Agent (each in the reasonable exercise of its discretion), (iA) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN8BEN-E, W-8ECI, W-8EXP and/or E or W-8ECI or W-8IMY (or, in each case, with appropriate attachments) (or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (to, or is subject to eligible for a reduced reduction in the rate of) , deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (iiB) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8IMY or W-8ECI pursuant to clause (A) above and is relying on the so called “portfolio interest exception”, a U.S. Tax Compliance Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN or 8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (subject, or is subject to eligible for a reduced reduction in the rate of) , to deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(e)(i) or Section 2.16(e)(ii) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Paying Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN8BEN-E, W-8IMY, or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any caseif relying on the “portfolio interest exception”, any successor form), or a U.S. Tax Compliance Certificate Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BENW-8BEN or 8BEN-E, E (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to to, or is eligible for a reduction in the rate of, deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount in respect of U.S. Federal withholding taxes to any Purchaser Non-US Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the any forms, certificates or other evidence required by referred to in this Section 2.16(e)(i) or Section 2.16(e)(ii), or (2) to notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.16(e)(i) and Section 2.16(e)(ii) on the Original Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.16(e)(i) shall relieve Company of its obligation to pay any additional amounts pursuant to this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. (ii) Any Lender that is a U.S. Person shall deliver to Company and the Paying Agent on or prior to the Original Closing Date or the date on which such Lender becomes a Lender under this Agreement pursuant to an Assignment Agreement (and from time to time thereafter upon the reasonable request of Company or the Paying Agent), executed originals of IRS Form W-9 certifying that such Lender is a U.S. Person and exempt from U.S. federal backup withholding tax. (iii) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Company and the Paying Agent at the time or times reasonably requested by Company or the Paying Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Company or the Paying Agent as may be necessary for Company and the Paying Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to NewPageCo, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company NewPageCo or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY as applicable (claiming the benefits under an applicable treaty) or W-8ECI (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company NewPageCo to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E or W-8IMY as applicable (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company NewPageCo to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to NewPageCo two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8BEN and/or Form W-8IMY, and/or W-9 (or, in any case, any successor form)as applicable or W-8ECI, or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E, or W-8IMY as applicable (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company NewPageCo to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and NewPageCo of its inability to deliver any such forms, certificates or other evidence. Company NewPageCo shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the second sentence of this Section 2.20(c), or (2) to notify Administrative Agent and NewPageCo of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c)2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve NewPageCo of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Purchaser”) shall, US Lender shall deliver to the extent such Purchaser is legally entitled to do so, deliver Administrative Agent and to Company, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Datehereof) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a form W-8BEN, and a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Company or Holdings or (iii) a controlled foreign corporation related to Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code), in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of amounts payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor formsthe forms or statements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that such Purchaser is not subject to United States withholding tax, and (or is subject to a reduced rate of2) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, or any successor form), forms) properly completed and duly executed by such PurchaserLender, together with any information, if any, such Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder, to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Purchaser of interest payable under any of the Note Documents. Lender. (c) Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) Non-US Lender hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Administrative Agent and to Company two new original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any amendments or additional or successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may beforms, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or United States withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note DocumentsLoan Documents and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (d) Company shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii), (1) with respect to any Tax required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or (2) if such Purchaser Lender shall have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this subsection 2.7B(iii); provided that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing in this subsection 2.7B(iii)(d) shall relieve Company of its obligation to pay any amounts pursuant to subsection 2.7B(ii)(c) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required by at a subsequent date establishing the first sentence of this Section 2.19(cfact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two (2) original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Loan Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company the Administrative Agent and the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two (2) original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two (2) new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two (2) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Loan Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company The Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by in the first sentence of this Section 2.19(c)2.20(c) or (2) to notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender and Agent that is not (i) a “United States person” (as such term is defined in Section 7701(a)(30) citizen or resident of the Internal Revenue CodeUnited States, (ii) for a corporation, partnership or other entity created or organized in or under the laws of the United States, or any state or other political subdivision thereof, (iii) an estate that is subject to U.S. federal income tax taxation regardless of the source of its income or (iv) a trust, if any only if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons has the authority to control all substantial decisions of the trust (for purposes of this subsection 2.7B(iv), any such Person referred to in clauses (i) through (iv) being a “Non-U.S. PurchaserUS Lender or Agent”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to Company, Administrative Agent and to Company on or prior to the Closing Date (in the case of each Purchaser Lender and Agent listed on the signature pages hereof on the Closing Datehereof) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two or more (as Company or Administrative Agent reasonably request) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8BEN or W-8EC1 (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii2) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver either Internal Revenue Service Form W-8BEN or W-8EC1 pursuant to clause (1) above, a U.S. Tax Compliance Certificate re Non-Bank Status, together with two or more (as Company or Administrative Agent reasonably request) original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 W-8 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Purchaser Lender is entitled not subject to an exemption from U.S. backup deduction or withholding tax, or otherwise prove that it is entitled of United States federal income tax with respect to any payments to such an exemption. Lender of interest payable under any of the Loan Documents. (b) Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iv)(a) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly on or before the date that any such form, certification or other evidence becomes obsolete or inaccurate (1) deliver to Administrative Agent and to Company two or more (as Company or Administrative Agent may reasonably request) new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form)W-8BEN or W-8EC1, or a U.S. Tax Compliance Certificate re Non-Bank Status and two or more (as Company or Administrative Agent may reasonably request) new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form)W-8, as the case may be, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Documents, Loan Documents or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Each Lender and each Agent agrees, to the extent reasonable and without material cost to it, to provide to Company and Administrative Agent such other applicable forms or certificates that would reduce or eliminate any Tax. (c) Company shall not be required to pay any additional amount to any Purchaser Non-US Lender or Agent under Section 2.19(b)(iiisubsection 2.7B(ii) or 2.7B(iii) if such Purchaser Lender or Agent shall have failed to satisfy the requirements of clause (a) or (b)(1) of this subsection 2.7B(iv); provided that if such Lender shall have satisfied the requirements of subsection 2.7B(iv)(a) on the Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iv)(c) shall relieve Company of its obligation to pay any additional amounts pursuant to subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required by at a subsequent date establishing the first sentence of this Section 2.19(cfact that such Lender is not subject to withholding as described in subsection 2.7B(iv)(a).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Datehereof) or on or prior to the date of the Transfer Agreement assignment agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8ECI, Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or or Form W-8IMY (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii2) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Code and cannot deliver either Internal Revenue Service Form W-8ECI, Form W-8BEN, W-8BENor Form W-8IMY pursuant to clause (1) above, a certification of non-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax bank status together with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two original copies of an Internal Revenue Service Form W-9 W-8BEN (or any successor form), properly completed and duly executed by such PurchaserLender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Purchaser Lender is entitled not subject to an exemption from U.S. backup deduction or withholding tax, or otherwise prove that it is entitled of United States federal income tax with respect to any payments to such an exemption. Lender of interest or other amounts payable under any of the Loan Documents. (b) Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8ECI, Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), Form W-8IMY or a U.S. Tax Compliance Certificate certification of non-bank status and two original copies of an appropriate Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Documents, Loan Documents or (2) immediately notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Purchaser shall have Lender failed to satisfy the requirements of subsection 2.7B(iii)(a) and (b); provided that if such Lender satisfied such requirements on the Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the assignment agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii)(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change after the Closing Date in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required at a subsequent date establishing the fact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a) and such Lender complies with subsection 2.7B(iii)(b). (d) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the first sentence Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.19(cclause (d), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserNon‑US Lender”) shall, to the extent such Purchaser Lender is legally entitled able to do so, deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E, W-8ECI, W-8EXP W‑8ECI and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non‑Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W‑8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-EW‑8ECI, W-8ECI, W-8EXP, W-8IMY, and/or W-8IMY or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non‑Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W‑8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by the first or second sentence of this Section 2.19(c2.16(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first or second sentence, as the case may be, of this Section 2.16(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in clause (1) of this sentence shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. In addition, each Lender shall provide any other information that the Borrower or the Administrative Agent may reasonably request in order to determine the amount of any applicable United States withholding taxes.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender making a loan to Borrower that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times upon request of Borrower or Administrative Agent as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8BEN and/or W-8IMY (or, in each case, or any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. If any Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.20(d). Each Purchaser Lender making a Loan to Borrower that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes and is not a person whose name indicates that it is an “exempt recipient” (a “U.S. Purchaser”as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to Company Borrower and Administrative Agent on or prior to the Closing Date (or, if later, in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Purchaser it becomes a party to this AgreementLender (in the case of each other Lender), and at such other times, upon request of Borrower or Administrative Agent, as may be necessary in the determination of Borrower and Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a Non-U.S. Lender shall not be required to deliver any successor form), properly completed and duly executed by such Purchaser, certifying form or statement pursuant to this Section 2.20(d) that such Non-U.S. Purchaser Lender is entitled not legally able to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemptiondeliver. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(d) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form)W-8IMY or W-9, or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8IMY (or, in each case, or any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii) 2.20(b)(iii), unless such additional amounts are imposed as a result of the Lender becoming a Replacement Lender under Section 2.23, or designating a new lending office under Section 2.21, at the request of the Borrower, if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in this Section 2.20(d), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence and second sentences of this Section 2.19(c)2.20(d) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(d) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower, on or prior to the Closing Initial Funding Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Initial Funding Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Transaction Documents, or (ii2) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E or W-8IMY (or, in each case, or any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Transaction Documents. Each Purchaser Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company the Administrative Agent and the Borrower on or prior to the Closing Initial Funding Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.15(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence expired, obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, E or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Transaction Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company Each Lender shall also provide any other form or certificate that would allow the Borrower to make payments at a reduced rate of, or without, withholding Tax, to the extent that such Lender is reasonably able to provide such form or certificate. The Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.15(b)(3) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c2.15(c).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender (including for purposes of this Section 2.20(c), the Administrative Agent) that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, shall deliver to the extent such Purchaser is legally entitled to do so, deliver Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8BEN or W-8ECI (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or Administrative Agent to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN (with respect to income tax treaty benefits) or W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of the appropriate Internal Revenue Service Form W-8 (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Administrative Agent and Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form)W-8, as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser Non- US Lender under this Section 2.19(b)(iii) 2.20 if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in this Section 2.20(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c)2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this Section 2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant to this Section 2.20 (to the extent the Company is otherwise required to pay additional amounts pursuant to this Section 2.20) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled able to do so, deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status, substantially in the form of Exhibit E attached hereto, together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c)2.20(c) or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal Federal income tax Tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled able to do so, deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP W-8EXP, W-8IMY and/or W-8IMY any other form prescribed by applicable law (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal United States Federal income tax Tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender (or, if such Lender is providing a W-8IMY, if any beneficial owner that is not a United States person) is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W‑8BEN or W-8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender or beneficial owner, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender or such beneficial owner is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal United States Federal income tax Tax with respect to any payments to such Purchaser Lender or beneficial owner of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal United States Federal income tax Tax purposes (a “U.S. PurchaserLender”) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding taxTax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal United States Federal income tax Tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-9 and/or W-9 any other form prescribed by applicable law (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, or W-8IMY (or, in each case, E(or any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. federal United States Federal income tax Tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Notwithstanding anything in this clause (c) to the contrary, the completion, execution and submission of such documentation (other than Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX, W‑8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re Non-Bank Status) shall not be required to pay any additional amount if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any Purchaser under Section 2.19(b)(iii) if material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c)Lender.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled able to do so, deliver to CompanyAdministrative Agent for transmission to Borrowers, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrowers on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrowers two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence. Company Borrowers shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c2.20(c), or (2) to notify Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrowers of their obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser and that is legally entitled to do so, an exemption from or a reduction of withholding tax shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof Lender party hereto on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8ECI or W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY as the case may be (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (exempt from or is subject to a reduced rate of) deduction or of withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Loan Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and is claiming exemption from withholding of United States federal income tax under Section 871(h) or 881(c) of the Code, a U.S. Tax Compliance Certificate Re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 W-8BEN (or any successor form), properly completed and duly executed by such PurchaserLender, certifying and such other documentation required under the Code and reasonably requested by Borrower to establish that such U.S. Purchaser Lender is entitled not subject to an exemption from U.S. backup deduction or withholding tax, or otherwise prove that it is entitled of United States federal income tax with respect to any payments to such an exemptionLender of interest payable under any of the Loan Documents. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.19(e) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8ECI or Form W-8BEN, or a Certificate Re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not exempt from or subject to deduction or a reduced rate of withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Loan Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the second sentence of this Section 2.19(e), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided that, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.19(e) on or prior to the Closing Date (including under this Agreement prior to giving effect to the amendment and restatement hereof), on or prior to the date a New Term Loan is advanced by such Lender or on the date of the Assignment Agreement pursuant to which it became a Lender (or if the Lender making such assignment had satisfied such requirements prior to the date of such assignment), as applicable, nothing in this last sentence of Section 2.19(e) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. (i) Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled able to do so, deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (iA) two original copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (iiB) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c2.17(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-EW‑8BEN‑E, W-8ECI, W-8EXPW‑8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8IMY W‑8BEN‑E (or, in each case, or any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c2.17(c)(i) or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.17(c)(i) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of this Section 2.17(c)(i) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.17 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. (ii) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (ii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrowers, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrowers on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrowers two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrowers to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence. Company Borrowers shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c2.20(c), or (2) to notify Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve each Borrower of its obligation to pay any additional amounts pursuant to this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for its own account and for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY or W-8ECI (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, together with any applicable attachments (including, if such Lender is not the beneficial owner and such beneficial owner(s) would be described by clause (ii) below if it were a Lender, a certificate substantially similar to the Certificate Regarding Non-Bank Status from such beneficial owner), and such other documentation required under the Internal Revenue Code and reasonably requested by Company Administrative Agent or Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note DocumentsCredit Documents or is subject to deduction or withholding at a reduced rate, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a U.S. Tax Compliance Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Administrative Agent or Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.13(e) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for its own account and for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, E (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, together with any applicable attachments, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Administrative Agent or Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note DocumentsCredit Documents or is subject to deduction or withholding at a reduced rate, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of Nothing in this Section 2.19(c)2.13 shall be construed to require a Lender, Agent or Participant to provide any forms or documentation that it is not legally entitled to provide.

Evidence of Exemption From U.S. Withholding Tax. (i) Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Paying Agent for transmission to Company, on or prior to the Original Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof of the Existing Credit Agreement on the Original Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Paying Agent (each in the reasonable exercise of its discretion), (iA) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or E or W-8ECI or W-8IMY (or, in each case, with appropriate attachments) (or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (to, or is subject to eligible for a reduced reduction in the rate of) , deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (iiB) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8IMY or W-8ECI pursuant to clause (A) above and is relying on the so called “portfolio interest exception”, a U.S. Tax Compliance Certificate Regarding Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (subject, or is subject to eligible for a reduced reduction in the rate of) , to deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(d)(i) or Section 2.16(d)(ii) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Paying Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8IMY, or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any caseif relying on the “portfolio interest exception”, any successor form), or a U.S. Tax Compliance Certificate Regarding Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, E (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to to, or is eligible for a reduction in the rate of, deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount in respect of U.S. Federal withholding taxes to any Purchaser Non-US Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the any forms, certificates or other evidence required by referred to in this Section 2.16(d)(i) or Section 2.16(d)(ii), or (2) to notify Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.16(d)(i) and Section 2.16(d)(ii) on the Original Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.16(d)(i) shall relieve Company of its obligation to pay any additional amounts pursuant to this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein. (ii) Any Lender that is a U.S. Person shall deliver to Company and the Paying Agent on or prior to the Original Closing Date or the date on which such Lender becomes a Lender under this Agreement pursuant to an Assignment Agreement (and from time to time thereafter upon the reasonable request of Company or the Paying Agent), executed originals of IRS Form W-9 certifying that such Lender is a U.S. Person and exempt from U.S. federal backup withholding tax. (iii) If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Company and the Paying Agent at the time or times reasonably requested by Company or the Paying Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Company or the Paying Agent as may be necessary for Company and the Paying Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(d)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserNon‑U.S. Lender”) shall, to the extent such Purchaser Lender is legally entitled to do so, deliver to CompanyCompany and Administrative Agent, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two copies of Internal Revenue Service Form W-8BENX‑0XXX, W-8BENX-0XXX-EX, W-8ECIX‑0XXX, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and Code, Treasury Regulations, or other applicable law or reasonably requested by Company to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Administrative Agent and Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Administrative Agent for transmission to Company two new copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E, W-8ECIW‑8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY or W-8ECI (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower or Administrative Agent as will enable Borrower or Administrative Agent to establish that determine whether such Purchaser is not subject to (or Lender is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in form and substance reasonably acceptable to the Administrative Agent to the effect that such Purchaser Non-US Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or other Person a “controlled foreign corporation” described in Section 881(c)(3881(c)(3)(C) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserTax Compliance Certificate”) shall and (y) executed originals of IRS Form W-8BEN. Tiptree Credit Agreement Any Lender that is a United States Person shall, to the extent it is legally entitled to do so, deliver to Company on or prior the Administrative Agent for transmission to the Closing Date (or, if later, Borrower on or prior to the date on which such Purchaser Lender becomes a party Lender under this Agreement (and from time to this Agreement) two copies time thereafter upon the reasonable request of Internal Revenue Service Borrower or the Administrative Agent), executed originals of IRS Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser Lender is entitled to an exemption exempt from U.S. federal backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.19(f) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0, W-8BEN-E, X-0XXX or W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower or Administrative Agent as will enable Borrower or Administrative Agent to confirm or establish that determine whether such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate of Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove proving that it is entitled to such an exemption. In addition, if a payment made to a Lender or the Administrative Agent with respect to the Credit Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender or the Administrative Agent, as applicable, fails to comply with the applicable reporting requirements of FATCA (including those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender or the Administrative Agent shall deliver to the Borrower any documentation required by law or reasonably requested by the Borrower sufficient for the Borrower to comply with its obligations under FATCA and to determine that such Lender or the Administrative Agent has complied with such applicable reporting requirements. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.17(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in this Section 2.17(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the first sentence case may be; provided, if such Lender shall have satisfied the requirements of this Section 2.19(c)2.17(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.17(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.17 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer legally able to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to within five (5) Business Days of the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), ): (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP and/or X-0XXX or W-8IMY (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax tax, or subject to deduction or withholding at a reduced rate, with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or ; or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3claiming the benefits of the exemption for portfolio interest under section 881(c) of the Internal Revenue Code, (x) a U.S. Tax Compliance Certificate together with two certificate in the form of Exhibit F to the effect that such Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of Borrower within the meaning of section 871(h)(3)(B) of the Internal Revenue Code, or (C) a “controlled foreign corporation” related to Borrower as described in section 881(c)(3)(C) of the Internal Revenue Code; (y) duly completed copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY ; and (or, in each case, any successor form), properly completed and duly executed by such Purchaser, z) and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to promptly deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.23(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, X-0XXX or W-8IMY, and/or W-9 or the Certificate described in clause (or, in any case, any successor form), or a U.S. Tax Compliance Certificate ii) above and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax tax, or subject to deduction or withholding at a reduced rate, with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.23(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in this Section 2.23(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the first case may be; provided, if such Lender shall have satisfied the requirements of this Section 2.23(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of this Section 2.19(c).2.23(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.23 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30for purposes of this subsection 2.7B(iii), a "NON-US LENDER") of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Purchaser”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent and to Borrowers, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Datehereof) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such 51 CREDIT AGREEMENT other times as may be necessary in the determination of Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of "portfolio interest", a form W-8BEN, and, in the case of a Lender that has certified in writing to Administrative Agent that it is not a "bank" (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a "bank" for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Borrowers, or (iii) a controlled foreign corporation related to Borrowers (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Borrowers, on or prior to the Closing Date (in the case of each Lender listed on the signatures pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Company Borrowers or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor formsthe forms or statements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that such Purchaser is not subject to United States withholding tax, and (or is subject to a reduced rate of2) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, or any successor form), forms) properly completed and duly executed by such PurchaserLender, together with any information, if any, such Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder, to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Purchaser of interest payable under any of the Note Documents. Lender. (c) Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) Non-US Lender hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or 52 CREDIT AGREEMENT change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respectrespect or in the event that, by virtue of a change in law or regulations, such forms are no longer valid evidence of a person's exemption from withholding tax which is reasonably satisfactory to the Borrowers, that such Purchaser Lender shall promptly (1) deliver to Company Administrative Agent and to Borrowers two new original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any amendments or additional or successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may beforms, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or United States withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note DocumentsLoan Documents and, as the case may be, that such Lender does not act for its own account with respect to any portion of any such payments, or (2) notify Company Administrative Agent and Borrowers of its inability to deliver any such forms, certificates or other evidence. Company . (d) Borrowers shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Purchaser Lender shall have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this subsection 2.7B(iii); PROVIDED that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing in this subsection 2.7B(iii)(d) shall relieve Borrowers of their obligation to pay any amounts pursuant to subsection 2.7B(ii)(c) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required by at a subsequent date establishing the first sentence of this Section 2.19(cfact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to NewPageCo, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company NewPageCo or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY as applicable (claiming the benefits under an applicable treaty) or W-8ECI (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company NewPageCo to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E or W-8IMY as applicable (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company NewPageCo to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to NewPageCo two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8BEN and/or Form W-8IMY, and/or W-9 (or, in any case, any successor form)as applicable or W-8ECI, or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E, or W-8IMY as applicable (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company NewPageCo to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and NewPageCo of its inability to deliver any such forms, certificates or other evidence. Company NewPageCo shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in this Section 2.20(c), or (2) to notify Administrative Agent and NewPageCo of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve NewPageCo of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof (a “Change in Law”), such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code, as amended (the “Code”)) for U.S. federal income tax purposes (a “Non-U.S. PurchaserNon‑U.S. Lender”) shall, to the extent such Purchaser Lender is legally entitled to do so, deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two copies of Internal Revenue Service Form W-8BENX‑0XXX, W-8BENX-0XXX-EX, W-8ECIX‑0XXX, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company Administrative Agent and Company, as applicable, on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Administrative Agent for transmission to Company two new copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E, W-8ECIW‑8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company or the Administrative Agent to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser Lender under this Section 2.19(b)(iii) 2.19 if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, shall deliver to the extent such Purchaser is legally entitled Administrative Agent for transmission to do so, deliver to Companythe Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable interest under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest principal, interest, fees or other amounts payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company the Administrative Agent and the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company No Credit Party shall not be required to pay any additional amount pursuant to Section 2.16(b)(iii) or any indemnity payment pursuant to Section 2.16(d) to any Purchaser under Section 2.19(b)(iii) Lender if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the first two sentences of this Section 2.16(c) or (2) solely with respect to Non-US Lenders, to notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c).2.16(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender making a loan to the Borrower that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, shall deliver to the extent such Purchaser is legally entitled Administrative Agent for transmission to do so, deliver to Companythe Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECIW-8EXP, W-8EXP W-8ECI and/or W-8IMY (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company the Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, Code and is relying on the so-called “portfolio interest exemption,” a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or and/or W-8IMY (or, in each case, or any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company the Borrower or the Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. If any Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.20(d). Each Purchaser Lender making a Loan to the Borrower that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes and is not a person whose name indicates that it is an “exempt recipient” (a “U.S. Purchaser”as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to Company the Borrower and the Administrative Agent on or prior to the Closing Date (or, if later, in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date on of the Assignment Agreement pursuant to which such Purchaser it becomes a party to this AgreementLender (in the case of each other Lender), and at such other times as may be necessary in the determination of the Borrower and the Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a Non-US Lender shall not be required to deliver any successor form), properly completed and duly executed by such Purchaser, certifying form or statement pursuant to this Section 2.20(d) that such U.S. Purchaser Non-US Lender is entitled not legally able to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemptiondeliver. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(d) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8EXP, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form)W-8IMY or W-9, or a U.S. Tax Compliance Certificate re Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, E or W-8IMY (or, in each case, or any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company the Borrower or the Administrative Agent to confirm or establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company The Credit Parties shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by this Section 2.20(d), or (2) to notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence and second sentences of this Section 2.19(c)2.20(d) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(d) shall relieve the Credit Parties of their obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserNon US Lender”) shall, shall deliver to the extent such Purchaser is legally entitled Administrative Agent for transmission to do so, deliver to Companythe Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or ), prior to the date of the Transfer Agreement pursuant to which it time such Person otherwise becomes a Purchaser party to this Agreement (in the case of each other Purchasera Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable, (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8ECI or W- 8BEN (or, in each case, with respect to a complete exemption under an income tax treaty) (or any successor forms), properly completed and duly executed by such PurchaserLender, and certifying to such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that Lender’s entitlement as of such Purchaser is not subject to (or is subject date to a reduced rate of) deduction or complete exemption from United States withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if in the case of a Non US Lender claiming the benefits of the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”), a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), to the effect that such Purchaser Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower, within the meaning of Section 881(c)(3)(B) of the Code or other Person (C) a “controlled foreign corporation” described in Section 881(c)(3881(c)(3)(C) of the Internal Revenue Code, a U.S. Tax Compliance Certificate and together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser and/or (iii) where a Non US Lender is not subject to treated as a partnership (or is subject to a reduced rate of) deduction or withholding of for U.S. federal income tax with respect to purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any payments to such Purchaser of interest payable under any successor form) and all required supporting documentation (including, where one or more of the Note Documentsunderlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided that, if the Non US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non US Lender on the beneficial owner(s) behalf)). Each Purchaser Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrower, on or prior to the Closing Date (orin the case of each Lender listed on the signature pages hereof on the Closing Date), if later, on or prior to the date on which time such Purchaser Person otherwise becomes a party to this Agreement) Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender. If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, certifying as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such U.S. Purchaser is entitled Lender has complied with such Lender’s obligations under FATCA or to an exemption determine the amount to deduct and withhold from U.S. backup withholding taxsuch payment. Solely for purposes of the immediately preceding sentence, or otherwise prove that it is entitled “FATCA” shall include any amendments made to such an exemptionFATCA after the date of this Agreement. Each Purchaser Lender required to deliver any forms, forms or certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.19(d) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates forms or other evidencecertificates, whenever a lapse in time or change in circumstances renders such forms, forms or certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN or W-8ECI, W-8EXP, W-8IMY, and/or W-9 or a Certificate re Non Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or, in any case, or any successor form), or a U.S. Tax Compliance Certificate and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form)W-9, as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation forms required under the Internal Revenue Code and reasonably requested by Company the Borrower to confirm or establish that the entitlement of such Purchaser is not subject Lender to deduction a continued exemption from or reduction in United States withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such formsforms or certificates, certificates or other evidence. Company in which case, such Lender shall not be required to pay deliver any additional amount such form or certificate pursuant to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c2.19(d).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower and the Collateral Agent, on or prior to the Closing Effective Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Effective Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Collateral Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Transaction Documents, or (ii2) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E or W-8IMY (or, in each case, or any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Collateral Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Transaction Documents. Each Purchaser Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company the Administrative Agent, the Collateral Agent and the Borrower on or prior to the Closing Effective Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.15(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence expired, obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower and the Collateral Agent two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, E or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Collateral Agent to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Transaction Documents, or notify Company the Administrative Agent, the Collateral Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company Each Lender shall also provide any other form or certificate that would allow the Borrower to make payments at a reduced rate of, or without, withholding Tax, to the extent that such Lender is reasonably able to provide such form or certificate. The Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.15(b)(3) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c2.15(c).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser holder of a Note that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (each such holder, a “Non-Non U.S. PurchaserLender”) shall, to the extent such Purchaser Non U.S. Lender is legally entitled to do so, deliver to the Company, or to such other Person as may be reasonably requested by any Obligor, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Agreement pursuant to which it becomes a Purchaser (in the case holder of each other Purchaser)a Note, and at such other times as may be necessary in reasonably requested by the determination of Company (in the reasonable exercise of its discretion)or by any Obligor, (i) two copies a copy of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), as applicable, properly completed and duly executed by such PurchaserNon U.S. Lender, and such other documentation required under the Internal Revenue Code and Code, Treasury Regulations, or other applicable law or reasonably requested by the Company to establish that such Purchaser Non U.S. Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Non U.S. Lender of principal, interest, fees or other amounts payable under any of the Note Documentsor otherwise hereunder, or (ii) if such Purchaser Non U.S. Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a the applicable U.S. Tax Compliance Certificate attached hereto as Schedule D together with two copies a copy of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), as applicable, properly completed and duly executed by such PurchaserNon U.S. Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Company to establish that such Purchaser Non U.S. Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Non U.S. Lender of interest payable under any of the Note Documentsor otherwise hereunder. Each Purchaser holder that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company on the Company, or prior to the Closing Date (or, if latersuch other Person as may be reasonably requested by any Obligor, on or prior to becoming a holder of a Note, and from time to time thereafter upon the date on which reasonable request of the Company, or to such Purchaser becomes other Person as may be reasonably requested by any Obligor, a party to this Agreement) two copies copy of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserU.S. Lender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) 14.5 hereby agrees, from time to time after the initial delivery by such Purchaser holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser holder shall promptly deliver to the Company two new copies a copy of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies a copy of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such Purchaserholder, and such other documentation required under the Internal Revenue Code and reasonably requested by the Company to confirm or establish that such Purchaser holder is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser holder under the Note Documentsor otherwise hereunder, or notify the Company in writing of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the formsOaktree Capital Management, certificates or other evidence required by the first sentence of this Section 2.19(c).L.P. Note and Guaranty Agreement

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. Purchaser”) shall, to the extent such Purchaser is legally entitled to do so, deliver to Company, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Agreement pursuant to which it becomes a Purchaser (in the case of each other Purchaser), and at such other times as may be necessary in the determination of Company (in the reasonable exercise of its discretion), (i) two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor ​ form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by such Purchaser of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser shall promptly deliver to Company two new copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser under the Note Documents, or notify Company of its inability to deliver any such forms, certificates or other evidence. Notwithstanding anything to the contrary, Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii2.19(b) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender to a Domestic Borrower that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent and to Borrowers’ Agent, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Datehereof) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrowers’ Agent or Administrative Agent (each in the reasonable exercise of its discretion)) provided, (i) that the Domestic Borrower or Borrowers’ Agent shall have previously notified such Non-U.S. Lender in writing of such determination, two original copies of Internal Revenue Service Form W-8BENW-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a form W-8BEN, and, in the case of a Lender that has certified in writing to Administrative Agent that it is not a “bank” (within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Company or (iii) a controlled foreign corporation related to Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code) in each casecase together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any successor formsportion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent, Borrowers’ Agent and to the relevant Domestic Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the relevant Domestic Borrower or Administrative Agent (each in the reasonable exercise of its discretion) provided, that the Domestic Borrower or Borrowers’ Agent shall have previously notified such Non-U.S. Lender in writing of such determination, (1) two original copies of the forms or statements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that such Purchaser is not subject to United States withholding tax, and (or is subject to a reduced rate of2) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of principal, interest, fees or other amounts payable under any of the Note Documents, or (ii) if such Purchaser is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, or any successor form), forms) properly completed and duly executed by such PurchaserLender, together with any information, if any, such Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder, to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Purchaser of interest payable under any of the Note Documents. Lender. (c) Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c) Non-US Lender hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Administrative Agent and to Company two new original copies of Internal Revenue Service Form W-8BENrenewals, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any amendments or additional or successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form), as the case may beforms, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or United States withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note DocumentsLoan Documents and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. ; provided, in each case, that Company or Borrowers’ Agent has previously notified such Lender in writing of such obsolescence or inaccuracy. (d) Company and each other Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii), (1) with respect to any Tax required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or (2) if such Purchaser Lender shall have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this subsection 2.7B(iii); provided that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing in this subsection 2.7B(iii)(d) shall relieve Company or any other Borrower of its obligation to pay any amounts pursuant to subsection 2.7B(ii)(c) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required by at a subsequent date establishing the first sentence of this Section 2.19(cfact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower or Administrative Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and is claiming the “portfolio interest exemption”, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor forms), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c2.20(c); provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.20(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shallshall deliver to Administrative Agent for transmission to Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, to the extent such Purchaser is legally entitled to do so, deliver to Companyassigning Lender only), on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, at the request of the assigning Lender only) to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, at the request of the assigning Lender only) to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, at the request of the assigning Lender only) on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.20(d) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, at the request of the assigning Lender only) two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor forms), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, at the request of the assigning Lender only) to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c2.20(d), or (2) upon the request of Borrower or Administrative Agent for such form, certificates or other evidence, to notify Administrative Agent and Borrower (or, in the case of an assignee pursuant to a Related Party Assignment, notify the assigning Lender only) of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.20(d) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable (other than pursuant to the last sentence of this Section 2.20(d)), nothing in this last sentence of Section 2.20(d) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “"Non-U.S. Purchaser”US Lender") shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyBorrowers, on or prior to the Closing Date (in the case of each Purchaser listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser (in the case of each other Purchaser)Lender, and at such other times as may be necessary in the determination of Company Borrowers (in the reasonable exercise of its their discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY 1001 or 4224 (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii2) if such Purchaser Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (1) above, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 W-8 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Purchaser Lender is entitled not subject to an exemption from U.S. backup deduction or withholding tax, or otherwise prove that it is entitled of United States federal income tax with respect to any payments to such an exemption. Lender of interest payable under any of the Loan Documents. (b) Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Company Borrowers two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form)1001 or 4224, or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, or W-8IMY (or, in each case, any successor form)W-8, as the case may be, properly completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Documents, or notify Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Purchaser under Section 2.19(b)(iii) if such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c).Loan Documents or

Evidence of Exemption From U.S. Withholding Tax. (a) Each Purchaser Lender that is not a “organized under the laws of any jurisdiction other than the United States person” or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “"Non-U.S. Purchaser”US Lender") shall, shall deliver to the extent such Purchaser is legally entitled to do so, deliver Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Purchaser listed Existing Lender), on or prior to the signature pages hereof on Effective Date (in the Closing Datecase of each New Lender) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY 1001 or 4224 (or, in each case, or any successor forms), properly accurately completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii2) if such Purchaser Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver either Internal Revenue Service Form 1001 or 4224 (or any successor forms) pursuant to clause (1) above, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such Purchaser, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser of interest payable under any of the Note Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 W-8 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such U.S. Purchaser Lender is entitled not subject to an exemption from U.S. backup deduction or withholding tax, or otherwise prove that it is entitled of United States federal income tax with respect to any payments to such an exemption. Lender of interest payable under any of the Loan Documents. (b) Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly (1) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 1001 or 4224 (or, in any case, or any successor formforms), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8 (or W-8IMY (or, in each case, any successor form), as the case may be, properly accurately completed and duly executed by such PurchaserLender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Documents, Loan Documents or (2) immediately notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Purchaser Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) in respect of deductions or withholdings of United States federal income taxes if such Purchaser Lender shall have failed to satisfy the requirements of subsection 2.7B(iii)(a) or 2.7B(iii)(b); provided that if such Lender shall have satisfied such requirements on the Closing Date (in the case of each Existing Lender), on the Effective Date (in the case of each New Lender) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender), nothing in this subsection 2.7B(iii)(c) shall relieve Company of its obligation to pay any additional amounts pursuant to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver the forms, certificates or other evidence required by at a subsequent date establishing the first sentence of this Section 2.19(cfact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a) or 2.7B(iii)(b).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, to the extent such Purchaser Lender is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower and the Collateral Agent, on or prior to the Closing Initial Funding Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Initial Funding Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Collateral Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Transaction Documents, or (ii2) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate together with two copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E or W-8IMY (or, in each case, or any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Collateral Agent to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Transaction Documents. Each Purchaser Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. PurchaserLender”) shall deliver to Company the Administrative Agent, the Collateral Agent and the Borrower on or prior to the Closing Initial Funding Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. federal backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 2.19(c2.15(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence expired, obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower and the Collateral Agent two new copies of Internal Revenue Service Form W-8BENW 0XXX, W-8BEN-EX 0XXX X, W-8ECIX 0XXX, W-8EXPX-0XXX, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate and two copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W 8BEN or W-8IMY W 8BEN E or W 8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Collateral Agent to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser Lender under the Note Transaction Documents, or notify Company the Administrative Agent, the Collateral Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company Each Lender shall also provide any other form or certificate that would allow the Borrower to make payments at a reduced rate of, or without, withholding Tax, to the extent that such Lender is reasonably able to provide such form or certificate. The Borrower shall not be required to pay any additional amount to any Purchaser Lender under Section 2.19(b)(iii2.15(b)(3) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c2.15(c).

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, shall deliver to the extent such Purchaser is legally entitled to do so, deliver Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement or the Joinder Agreement, as applicable, pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8BEN or W-8ECI (or, in each case, or any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax or, in the case of a Lender to whom payments under the Credit Documents are not eligible for a complete exemption, to establish that such Lender is eligible for a reduced rate of deduction or withholding in respect of United States federal income tax, with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue CodeCode and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender or (iii) two original copies of Internal Revenue Service Form W-8IMY (or any successor form), properly completed and duly executed by such Lender (together with forms listed under clauses (i) or (ii) hereof, as may be required), and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “U.S. Purchaser”) shall deliver to Company on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser becomes a party to this Agreement) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Purchaser, certifying that such U.S. Purchaser is entitled to an exemption from U.S. backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.16(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form)W-8BEN or W-8ECI , or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form) or two new original copies of Internal Revenue Service Form W-8IMY (or any successor form) (together with forms listed under clauses (i) or (ii) hereof, as may be required), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax or, in the case of a Lender to whom payments under the Credit Documents are not eligible for a complete exemption, to establish that such Lender is eligible for a reduced rate of deduction or withholding in respect of United States federal income tax, with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Notwithstanding anything to the contrary in this Agreement, if a Lender shall have satisfied the requirements of this Section 2.16(c) on the Closing Date or on the date of the Assignment Agreement or Joinder Agreement pursuant to which it became a Lender, as applicable, Company shall not be relieved of its obligation to pay any additional amounts pursuant this Section 2.16 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding or is subject to a reduced rate of withholding as described herein. Each Lender that is a United States Person agrees to complete and deliver to Company a statement signed by an authorized signatory of the Lender to the effect that it is a United States Person together with a duly completed and executed copy of Internal Revenue Service Form W-9 or successor form establishing that the Lender is not subject to U.S. backup withholding tax. Company shall not be required to pay any additional amount to any Purchaser U.S. Lender under Section 2.19(b)(iii2.16(b)(iii) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by the first sentence of this Section 2.19(c)such form.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser it is legally entitled to do so, deliver to Companythe Administrative Agent for transmission to the Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Documents, Loan Documents or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Loan Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company the Administrative Agent and the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.17(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, W-8IMY and/or W-9 (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Loan Documents, or notify Company the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence. Company The Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by in the first sentence of this Section 2.19(c)2.17(c) or (2) to notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.17(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.17(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant this Section 2.17 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Purchaser Lender that is not a “United States person” Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “Non-U.S. PurchaserLender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Purchaser Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Transfer Assignment Agreement pursuant to which it becomes a Purchaser Lender (in the case of each other PurchaserLender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP X-0XXX and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of principal, interest, fees or other amounts payable under any of the Note Credit Documents, or (ii) if such Purchaser Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a U.S. Tax Compliance Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN (or W-8IMY (or, in each case, any successor form), properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Purchaser Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of U.S. United States federal income tax with respect to any payments to such Purchaser Lender of interest payable under any of the Note Credit Documents. Each Purchaser Lender that is a “United States person” person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “U.S. PurchaserLender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Company Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying that such U.S. Purchaser Lender is entitled to an exemption from U.S. United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. Each Purchaser Lender required to deliver any forms, certificates or other evidence with respect to U.S. United States federal income tax withholding matters pursuant to this Section 2.19(c2.17(c) hereby agrees, from time to time after the initial delivery by such Purchaser Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Purchaser Lender shall promptly deliver to Company Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, X-0XXX and/or W-9 W-8IMY (or, in any each case, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8BEN (or W-8IMY (or, in each case, any successor form), as the case may be, properly completed and duly executed by such PurchaserLender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Purchaser Lender is not subject to deduction or withholding of U.S. United States federal income tax with respect to payments to such Purchaser Lender under the Note Credit Documents, or notify Company Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company Borrower shall not be required to pay any additional amount to any Purchaser Non-U.S. Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by referred to in the first sentence of this Section 2.19(c2.17(c), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.17(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.17(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant to Section 2.17(b)(iii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.