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. 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. 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. 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. PurchaserUS Lender”) shall, to the extent such Purchaser is legally entitled to do so, shall deliver to CompanyAdministrative Agent for transmission to Borrower Representative, 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 Representative 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 Borrower Representative 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-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 Representative 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(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 Representative 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, 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 Representative 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 Representative of its inability to deliver any such forms, certificates or other evidence. Company Borrower Representative 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(c), or (2) to notify Administrative Agent and Borrower Representative 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)) 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 2.19(c) shall relieve Borrower Representative 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. 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 copies of original Internal Revenue Service Form W-8BENForms X-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 copies of original Internal Revenue Service Form W-8BEN, W-8BEN-E Forms 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(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-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 indemnify or pay any additional amount to Administrative Agent or 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 referred to in the first or second sentence of this Section 2.19(c2.20(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, if such Lender shall have satisfied the requirements of the first or second sentence of this Section 2.20(e) 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(e) 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 any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to this paragraph that such Lender is not legally entitled to deliver.

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 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 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-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 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 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), 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 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 (A) to deliver the forms, certificates or other evidence required by referred to in this Section 2.20(c), or (B) 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 last sentence of Section 2.20(c) shall relieve any 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 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) 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 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), (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, 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 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 (to, or is subject to a reduced rate of) deduction or , United States 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 Lender of interest payable under any of the Note Loan 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. 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(c)2.16(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.

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(c)2.16(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.

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 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 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-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 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 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), 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 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 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 last sentence of Section 2.20(c) shall relieve Company 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 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 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 the U.S. Tax Compliance Certificate to the effect that such Purchaser 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 “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code 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. 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 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 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 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. 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” 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. (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(c)2.16(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.

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(c)2.16(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.

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. 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 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 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. (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(c)2.17(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.

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. 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. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

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. 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. 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 44 “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” 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. 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-8BENW-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 taxwithholding, 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 there has been a Change in Tax Law applicable to the Administrative Agent or such Lender which renders all such forms inapplicable or which would prevent the Administrative Agent or such Lender from duly completing and delivering any such form with respect to it, in which case the Administrative Agent or such Lender shall promptly notify the Borrower and the Administrative Agent of its inability to deliver any 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. 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 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(c2.13(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)(iii2.13(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)2.13(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 2.13(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 2.13(c) shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.13 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 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-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 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-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-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 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. (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 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), (ix) 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 (iiy) 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(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-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(d)(i); 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, 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” 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 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 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 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 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 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 copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, as the case may be (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. 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 the Administrative Agent itself and for transmission to Borrowers), on or prior to the Closing Date date hereof (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 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 W-8BEN or Internal Revenue Service Form 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 the Administrative Agent or 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, pursuant to an applicable income tax treaty or because the item of income is effectively connected with the conduct of a U.S. trade or business, (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 10% shareholder of the applicable Borrower (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) or a “controlled foreign corporation” related to the applicable Borrower (within the meaning of Section 881(c)(3)(C) of the Code) and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, two original copies of a 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 the Administrative Agent or 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 or (iii) two original copies of any other documentation, properly completed and duly executed by such Lender, to establish such Lender’s entitlement to an exemption from or reduction in withholding of U.S. federal income tax. 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 (for the Administrative Agent itself and for transmission to Borrowers) on or prior to the Closing Date date hereof (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) two original copies of the Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying confirming 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(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 the Administrative Agent itself and for transmission to Borrowers) two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, Internal Revenue Service 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 copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, Internal Revenue Service Form W-9 or W-8IMY other applicable documentation (or, in each case, or any successor formforms to any of the foregoing), as the case may be, properly completed and duly executed by such PurchaserLender, and such two new original copies of other documentation documentation, required under the Internal Revenue Code and reasonably requested by Company Administrative Agent or Borrowers, properly completed and duly executed by such Lender, 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 or any 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(c2.16(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 date hereof 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 (or subject to the withholding in a reduced rate) as described herein. Each Non-U.S. 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 Non-U.S. Lender under any of the Credit Documents (for example, in the case of a typical participation by such Non-U.S. Lender, or where Non-U.S. Lender is a partnership for U.S. federal income tax purposes), shall deliver to the Administrative Agent (for the Administrative Agent itself and for transmission to Borrowers) on or prior to the date hereof or on or prior to the date when such Non-U.S. 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 Administrative Agent or Borrowers (in either case, in the reasonable exercise of its discretion), (A) two original copies of the forms or statements required to be provided by such Non-U.S. Lender as set forth in the preceding paragraph, properly completed and duly executed by such Lender, to establish the portion of any such sums paid or payable with respect to which such Non-U.S. Lender acts for its own account that is not subject to U.S. federal income tax, and (B) two original copies of Internal Revenue Service Form W-8IMY (or any successor forms), properly completed and duly executed by such Lender, together with any information such Non-U.S. Lender is required to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code, properly completed and duly executed by such Lender, to establish that such Non-U.S. Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-U.S. Lender, and two original copies of an applicable Certificate Regarding Non-Bank Status, properly completed and duly executed by the applicable participant or partner, provided, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, such Lender may provide a Certificate Regarding Non-Bank Status on behalf of such partners. Any Non-U.S. Lender providing the Internal Revenue Service Form W-8IMY is hereby required to update such form (or notify the Administrative Agent and Borrowers of its inability to do so) at the same times that a Non-U.S. Lender is required to update applicable forms, certificates and documentations pursuant to the preceding paragraph. 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. (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-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 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 case 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 United States 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 Lender of interest payable under any of the Note Loan 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. 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. 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-8BENW‑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 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-8BENW‑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-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 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).the

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"NON-U.S. Purchaser”US LENDER") shall, to the extent such Purchaser is legally entitled to do so, shall deliver to Administrative Agent for transmission to Company (and Administrative Agent shall promptly forward 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 to establish that such Purchaser Lender is not subject to (deduction or withholding, or is subject to a reduced rate of) deduction or withholding rate, 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-8BEN or 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, 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(c2.20(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 (and Administrative Agent shall promptly forward 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 casethe case of Lenders to whom clause (ii) of the preceding sentence applies, any successor form), or a U.S. Tax Compliance Certificate re Non-Bank Status and two original copies of Internal Revenue Service 59 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 to confirm or establish that such Purchaser Lender is not subject to deduction or withholding withholding, or is subject to a reduced rate, 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 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 or second sentences of this Section 2.19(c2.20(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 and second sentences of this Section 2.20(c), nothing in this last sentence of Section 2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant to Section 2.19(a) 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, occurring after the Closing Date or the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, 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 (or other Person beneficially entitled to receive payments under the Credit Documents) 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 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 or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8ECI (or any successor forms) or, if such Lender or other Person is unable to deliver such forms, two original copies of Internal Revenue Service Form W-8BEN (or any successor forms), properly completed and duly executed by such Lender (or, in the case of a pass-through entity, each of its beneficial owners), and such other documentation required under the Internal Revenue Code or reasonably requested in writing by Company to establish that such Lender (or, in the case of a pass-through entity, each of its beneficial owners) is not subject to (or is subject to a reduced rate of) 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 comply with clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender (or, in the case of a pass-through entity, each of its beneficial owners), and such other documentation required under the Internal Revenue Code or reasonably requested by Company 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 interest payable under any of the Credit Documents. Each Lender making a Loan to Company that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) and is not a person whose name indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to Company on or prior to the Closing Date (in the case of each Lender party hereto on the Closing Date) 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 (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 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 successor forms). Notwithstanding anything to the contrary, each Lender shall not be obligated to submit any successor form), properly completed and duly executed by such Purchaser, certifying form that such U.S. Purchaser Lender is entitled legally not eligible to an exemption from U.S. backup withholding taxdeliver; provided, or otherwise prove however, that it is entitled to each such an exemptionLender shall notify Company in writing of such ineligibility. 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-8BENW-9, 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, 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 (or, in the case of a pass-through entity, each of its beneficial owners), and such other documentation required under the Internal Revenue Code and or reasonably requested by Company to confirm or establish that such Purchaser Lender (or, in the case of a pass-through entity, each of its beneficial owners) 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 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 with respect to any Purchaser Lender under Section 2.19(b)(iii2.20(b)(ii) or (iii) if such Purchaser Lender is eligible to, but shall have failed to deliver the forms, certificates or other evidence required by referred to in this Section 2.20(c); 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 Company 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 to the extent of any withholding or deduction that cannot be avoided by submission of forms similar to those described in this Section 2.20(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 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 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 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 Date (or, if later, on or prior to the date on which such Purchaser Lender becomes a party to this Agreement) ), and from time to time thereafter upon the reasonable request of the Administrative Agent or the Borrower, two copies of Internal Revenue Service IRS 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 that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) (a “Foreign Lender”) shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign 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 Transaction Document, two copies of executed 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 “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, two copies of executed 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; (2) two copies of executed IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, two copies of executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, two copies of executed IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner. Each 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 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 copies of Internal Revenue Service IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, or 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 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 or backup withholding 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 legal 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, shall deliver to the extent such Purchaser is legally entitled to do so, deliver to CompanyAdministrative Agent and 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 Assignment and Assumption 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 Administrative Agent (each in the reasonable exercise of its discretion), (i) two executed original copies of Internal Revenue Service Form W-8BENW-8BEN (claiming the benefits of any applicable income tax treaty), W-8BEN-EW-8EXP, W-8ECI, 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 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 Loan Documents, or (ii) if a certificate substantially in the form of Exhibit R to the effect that such Purchaser Lender is not (x) a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, (y) not a U.S. Tax Compliance Certificate 10 percent shareholder within the meaning of Section 871(h)(3)(B) of the Code, or (z) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code, together with two executed original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8IMY W-8BEN (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 (orand/or W-8IMY, if later, on or prior to the date on which such Purchaser becomes a party to this Agreementapplicable) two copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such PurchaserLender, certifying and such other documentation required under the Code or reasonably requested by the Borrower 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 interest payable under any of the Loan 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 3.01(d). 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 Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Non-US Lender ceases to act for its own account with 133 NY\0000000.17 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 Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), two duly signed, properly completed copies of IRS Form W-8IMY (or any successor thereto), together with any form, certificate, and/or statement required to be attached thereto under the Code or the regulations thererunder, to establish that such Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender and to establish what the applicable U.S. Purchaser withholding tax is entitled with respect to an exemption from U.S. backup withholding tax, or otherwise prove payments made with respect to such portion. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) and whose name does not indicate that it is entitled an “exempt recipient” (as such term is defined in Section 1.6049-4(c) of the United States Treasury Regulations) shall deliver to the Borrower and Administrative Agent on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment and Assumption pursuant to which it becomes a Lender (in the case of each other Lender), and at such an exemptionother times as may be necessary in the determination of the Borrower and Administrative Agent (each in the reasonable exercise of its discretion) two executed 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 form or statement pursuant to this Section 3.01(d) that such Non-US Lender is not legally able to deliver. 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(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 the Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-EW-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, 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 the Borrower or 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 Loan Documents, or notify Company the Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence. Company The Administrative Agent shall not be required provide documentation to pay any additional amount the Borrower 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(c)3.01(d) as if it were a Lender.

Evidence of Exemption From U.S. Withholding Tax. Each If 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”) ), then 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 DIP 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-8BENW- ​ ​ 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 DIP Note Documents. Each If 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”) ), then Purchaser shall deliver to Company on or prior to the Closing Date (orDate, 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 If 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) ), Purchaser 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 DIP 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. 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. Each Purchaser The Administrative Agent and each Lender making a Loan to Company 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, shall deliver to the extent such Purchaser is legally entitled Administrative Agent for transmission to do so, deliver to Company, the 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 the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BENX-0XXX, X0-E, W-8ECI, W-8EXP and/or W-8IMY XXX 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 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 comply with 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, and such other documentation required under the Internal Revenue Code and reasonably requested in writing 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 The Administrative Agent and each Lender making a Loan to Company 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 the Company 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 Company or Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or any successor formforms), 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(g) 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-8BENW-9, 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, 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 to confirm or establish that such Purchaser Lender is not subject to (or, in the case of a Lender that has properly claimed a reduced rate of withholding on the date it became a party to this Agreement, is subject to the same 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 of its inability to deliver any such forms, certificates or other evidence. Company Credit Parties shall not be required to pay any additional amount with respect to U.S. withholding taxes to any Purchaser Non-U.S. 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 fourth sentence of this Section 2.19(c2.20(g); provided, if such Lender shall have satisfied the requirements of the first and second sentences of this Section 2.20(g) on or prior to the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this fifth sentence of Section 2.20(g) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.20 in the event that, as a result of any change after such Lender becomes a party to this Agreement 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 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 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 (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(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, 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 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)(iii) if such Purchaser Lender shall have failed (1) to deliver the forms, certificates or other evidence required by this Section 2.19(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)) 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 2.19(c) 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. 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. 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 PurchaserXxxxxx, 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. 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-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 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 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. 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 63 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-E, W-8ECIW‑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 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 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” (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 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. 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, 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 copies Form W-8ECI (in the case of Internal Revenue Service Form W-8BEN, W-8BENa non-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor formsU.S. Person claiming exemption from withholding because the income is effectively connected with a U.S. trade or business), properly completed and duly executed by such Purchaser(ii) Form W-8BEN (in the case of a non-U.S. Person claiming exemption from, and such other documentation required or reduction of, withholding tax under an income tax treaty or under the Internal Revenue Code and reasonably requested by Company to establish that such Purchaser is not subject to portfolio interest exemption), (or is subject to a reduced rate ofiii) deduction or withholding of U.S. federal income tax with respect to any interest in this Agreement in which a participation has been sold, a Form W-8IMY along with accompanying Form W-8BEN (claiming exemption from withholding under the portfolio interest exemption), (iv) any other applicable form, certificate or document necessary to establish such non-U.S. Person’s entitlement to exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Purchaser of principal, interest, fees or other amounts payable non-U.S. Person under any of the Note Documentsthis Agreement, or (iiv) if such Purchaser is not a “bank” or in the case of any other Person described in Section 881(c)(3) of the Internal Revenue CodePerson, 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 claiming 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(c2.17(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 Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BENX-0XXX, 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 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 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 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-U.S. Lender under Section 2.19(b)(iii2.17(b)(iii) if such Purchaser Lender shall have failed to deliver the forms, certificates or other evidence required by referred to in the second sentence of this Section 2.17(e) that it is legally entitled to deliver; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c)2.17(e) 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(e) shall relieve Company 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. Nothing in this Section 2.17 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. 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 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 (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 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, 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 (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 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 (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 Administrative Agent for transmission to 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 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)(iii2.20(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 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 2.20(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 and each 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. federal income tax purposes (a “Non-U.S. PurchaserUS Lender”) shall, shall deliver to Administrative Agent for transmission to the extent such Purchaser is legally entitled to do so, deliver to CompanyBorrower, on or prior to the Closing Date (in the case of each Purchaser Lender and each Agent 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 Administrative Agent (each in the reasonable exercise of its discretion), (i) two executed original duly completed, 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 or Agent (as applicable), and such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Purchaser Lender or Agent (as applicable) 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 or such Agent 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)(3881(c)(3)(A) 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 Credit Documents. Each Purchaser Lender and each Agent 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 the Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Purchaser Lender or such Agent 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 and such Agent, 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 and each Agent 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(c2.12(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 invalid, obsolete or inaccurate in any material respect, that such Purchaser Lender and such Agent shall promptly deliver to Company 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/or such Agent, 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 or such Agent (as applicable) 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 the Borrower of its legal 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 US Lender or Non-US Lender, as the case may be, under Section 2.19(b)(iii2.12(b)(iii) if such Purchaser Person shall have failed to deliver the forms, certificates or other evidence required by referred to in this Section 2.12(c); provided, if such Person shall have satisfied the first sentence requirements of this Section 2.19(c)2.12(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 2.12(c) shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 2.12(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 after the later of (i) the date such Person becomes a party to this Agreement or (ii) if applicable, the date such Person designates a new lending office, such Person is no longer legally entitled to deliver forms, certificates or other evidence under this Section 2.12(c) at a subsequent date establishing the fact that such Person is not subject to deduction or 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 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), (ix) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BENX-0XXX-EX, 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 (iiy) 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 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. 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(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 Xxxxxxxx Xxxxxxx Service Form W-8BENX-0XXX, W-8BENX-0XXX-EX, 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 W-8BEN-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 (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)(iii2.16(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(c2.16(e)(i); 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 pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.16(e) 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.

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 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 39 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(c2.16(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 sentence of Section 2.16(c) shall relieve any Credit Party of its obligation to pay any additional amounts pursuant to Section 2.16(b)(iii) or indemnity payments pursuant to Section 2.16(d) 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 deduction or withholding as described herein. If a payment made to a Lender under this Agreement 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).,

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 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-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 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-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-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 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. (a) Each Purchaser Lender shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) 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 the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form X-0, X-0XXX, X-0XXX-X xx X-0XXX (or any successor forms) or, in the case of a 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, 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 Dateclaiming exemption from U.S. federal withholding tax under Section 871(h) or on or prior to the date 881(c) of the Transfer Agreement pursuant Internal Revenue Code with respect to which it becomes payments of “portfolio interest”, a Purchaser (in the case of each other Purchaser), U.S. Tax Certificate and at such other times as may be necessary in the determination of Company (in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN or W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, or any successor forms)subsequent versions thereof or successors thereto, properly completed and duly executed by such PurchaserLender, and and/or 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 (exempt from or is subject entitled 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 a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser is not a “bank” or other Person described Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 881(c)(31471(b) or 1472(b) 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 formas applicable), properly completed such Lender shall deliver to the Borrower and duly executed the Administrative Agent at the time or times prescribed by law and at such Purchaser, and such other documentation required under the Internal Revenue Code and time or times reasonably requested by Company to establish that the Borrower or the Administrative Agent such Purchaser is not subject to documentation prescribed by applicable law (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” (including as such term is defined in prescribed by Section 7701(a)(301471(b)(3)(C)(i) 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 additional documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to confirm or establish comply with their obligations under FATCA and to determine that such Purchaser is not subject Lender has complied with such Lender’s obligations under FATCA or to deduction or withholding of U.S. federal income tax with respect to payments to such Purchaser under determine 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 deduct and withhold from such Purchaser shall have failed to deliver the forms, certificates or other evidence required by the first sentence payment. Solely for purposes of this Section 2.19(cparagraph (a), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.