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

Evidence of Exemption From U.S. Withholding Tax. Each 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-US Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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 or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and 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 principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and 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. 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to 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 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 Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding 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 Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the 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 Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(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) on the Restatement 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 Company 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. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.8B(iii), a “"Non-US Lender”") shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case ease of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (il) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.8B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company . (c) Neither Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.8B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(l) of this Section 2.19(csubsection 2.8B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.8B(iii)(a) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.8B(iii)(c) shall relieve Company either Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.8B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.8B(iii)(a). (d) Notwithstanding anything herein to the contrary, if any Non-US Lender loses, through its own action or inaction, its exemption from United States Federal income tax withholding, neither Borrower will be liable from the date of such change in exemption status for any additional amount payable pursuant to subsection 2.8B(ii). (e) If any Lender is entitled to a reduction in the applicable withholding tax, Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. However, if the forms or other documentation required by subsection 2.8B(iii)(a) above are not delivered to Administrative Agent, then Administrative Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Internal Revenue Code, without reduction. (f) If the Internal Revenue Service or any other governmental authority of the United States or other jurisdiction asserts a claim that Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or was not properly executed, or because such Lender failed to notify Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of withholding tax ineffective, or for any other reason) such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Administrative Agent under this subsection 2.8B together with all costs and expenses (including covered fees and disbursements). The obligation of Lenders under this subsection 2.8B shall survive the payment of all Obligations and the resignation or replacement of Administrative Agent.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non"NON-US Lender”LENDER") shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (ix) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (iiy) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (ix) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (x) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (y) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(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 satisfy the requirements of the first sentence clause (a) or (b)(x) of this Section 2.19(c) on the Restatement 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 Company 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.this

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non"NON-US Lender”LENDER") shall deliver to Administrative Agent for transmission to CompanyBorrower, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 8-ECI or W-8ECI 8-BEN (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 8-ECI or 8-BEN pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest or other amounts payable under any of the Credit 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN 8-ECI or W-8ECI8-BEN, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) immediately notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of subsection 2.7B(iii)(a) and (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(cb), 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, PROVIDED that if such Lender shall have satisfied the such requirements of the first sentence of this Section 2.19(c) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement assignment agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a) and such Lender complies with subsection 2.7B(iii)(b).

Evidence of Exemption From U.S. Withholding Tax. Each 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-US U.S. Lender”) shall deliver to the Administrative Agent for transmission to the Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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 the Company or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN (establishing a reduction in or exemption from withholding of U.S. federal income tax under an applicable treaty) or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Company to establish that such Lender is not subject entitled to deduction a reduction in or withholding of United States is exempt from U.S. federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) aboveCode, a Certificate Regarding of Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor formforms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Company to establish that such Lender is not subject to deduction or exempt from withholding of United States U.S. federal income tax with respect to any payments to such Lender of interest payable under any of the 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to United States U.S. federal income tax withholding matters pursuant to this Section 2.19(c2.14(c) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly deliver to the Administrative Agent for transmission to the Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding of Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor formforms), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by the Company to confirm or establish that such Lender is not subject entitled to deduction a reduction in or is exempt from withholding of United States U.S. federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Company of its inability to deliver any such forms, certificates or other evidence. The Company shall not be required to pay any additional amount to any Non-US U.S. Lender under Section 2.19(b)(iii2.14(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(c2.14(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) on the Restatement Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, provided that nothing in this last sentence of Section 2.19(c2.14(c) shall relieve the Company of its obligation to pay any additional amounts pursuant to this Section 2.19 2.14 in the event that, as a result of any change after the date hereof 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 hereinevidence.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non-US Lender”) shall deliver to Administrative Agent for transmission to CompanyBorrower, on or prior to the Restatement Effective Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement assignment agreement pursuant to which it becomes a Lender (in the 51 case of each other Lender), and at such other times as may be necessary in the determination of Company Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 8-ECI or W-8ECI 8-BEN (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 8-ECI or 8-BEN pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest or other amounts payable under any of the Credit 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN 8-ECI or W-8ECI8-BEN, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) immediately notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of subsection 2.7B(iii)(a) and (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(cb), 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, provided that if such Lender shall have satisfied the such requirements of the first sentence of this Section 2.19(c) on the Restatement Effective Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement assignment agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change after the Effective Date in any applicable law, treaty or governmental rule, regulation or order, or 52 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 hereinin subsection 2.7B(iii)(a) and such Lender complies with subsection 2.7B(iii)(b).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) Code for U.S. federal income tax purposes purposes) (a “Non"NON-US Lender”LENDER") shall deliver to the Administrative Agent for transmission to Companythe Borrower, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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 the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms)) or, in the case of a Non-US Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest" a Certificate re Non-Bank Status and two original copies of Form W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Lender, and and/or such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to establish that such Lender is not subject exempt from or entitled to deduction or a reduced rate of 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 Loan Documents, or . (iib) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and 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. 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(c2.5B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to the Administrative Agent for transmission to Company the Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding re Non-Bank Status and two (2) original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8BEN, as the case may be, properly completed and duly executed by such Lender, and and/or such other documentation required under the Internal Revenue Code and reasonably requested by Company the Borrower to confirm or establish that such Lender is not subject exempt from or entitled to deduction or a reduced rate of withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify the Administrative Agent and Company the Borrower of its inability to deliver any such forms, certificates or other evidence. Company $650,000,000 CREDIT AGREEMENT (c) The Borrower shall not be required to pay any additional amount to any Non-US Lender under clause (c) of Section 2.19(b)(iii2.5B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(c2.5B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.5B(iii)(a) on the Restatement 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(c2.5B(iii)(c) shall relieve Company the Borrower of its obligation to pay any additional amounts pursuant this to clause (c) of Section 2.19 2.5B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject exempt from or entitled to withholding as described hereina reduced rate of withholding.

Evidence of Exemption From U.S. Withholding Tax. Each 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-US Lender”) shall deliver to Administrative Agent (with a copy to Collateral Agent) for transmission to CompanyBorrower, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower 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. If any Each Lender provides an that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to Administrative Agent (with a copy to Collateral Agent) and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-8IMYW-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender must also attach the additional documentation is entitled to an exemption from United States backup withholding tax, or otherwise prove that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.19(c)it is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(c2.21(c) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly deliver to Administrative Agent (with a copy to Collateral Agent) for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECIW-8ECI , or a Certificate Regarding 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 Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent (with a copy to Collateral Agent) and Company 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 Non-US Lender under Section 2.19(b)(iii2.21(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(c2.21(c), or (2) to notify Administrative Agent (with a copy to Collateral Agent) and Company 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 2.19(c2.21(c) on the Restatement 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(c2.21(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 2.21 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 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-US Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Closing Date) or on or prior to the date of the Assignment Agreement or Joinder Agreement, as the case may be, pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) in the case of a Non-US Lender, two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and 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 principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Non-US Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and 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. If any Documents and (iii) in the case of a Lender provides an other than a Non-US Lender, two original copies of Internal Revenue Service Form W-8IMYW-9 (or any successor form), properly completed and duly executed by 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 2.19(c)Lender. Each Lender required to deliver any forms, certificates or other evidence with respect to 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 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 Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECIX-0, X-0XXX xx X-0XXX (as applicable), or a Certificate Regarding 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 Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the 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 Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(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) on the Restatement Closing Date or on the date of the Assignment Agreement or Joinder Agreement, as the case may be, pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c) shall relieve Company 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 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-US Lender”") shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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 or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not exempt from or 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 deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not exempt from or subject to a reduced rate of 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. 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to 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 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 Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not exempt from or subject to a reduced rate of deduction or withholding of United States federal income tax with respect to payments to such Lender under the 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 Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence 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 sentence of this Section 2.19(c2.20(c) on the Restatement 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(c2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 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 Lender with Domestic Revolving Exposure or U.S. Term Loan Exposure 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"NON-US Lender”U.S. LENDER") shall deliver to General Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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), upon designation of a new lending office and at such other times as may be necessary in the determination of Company or General Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Company, to establish that such Lender 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 (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender it 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. If any Lender provides an Documents pursuant to clause (1) above, a Certificate re Non-Bank Status together with two original copies of the appropriate Internal Revenue Service Form W-8IMYW-8 (or any successor form), properly completed and duly executed by such Lender, and such other documentation reasonably requested by Company, to establish that 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 2.19(c). Each Lender required is not subject to deliver any forms, certificates deduction or other evidence with respect to withholding of United States federal income tax withholding matters with respect to such payments. (ii) Each Lender that is a United States Person (as such term in defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes and is not an exempt recipient (as such term is defined in Section 6049(b)(4) and the U.S. Treasury regulations thereunder (a "U.S. Lender") shall deliver to Administrative Agent for transmission to Company, 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 Agreement pursuant to this Section 2.19(cwhich it becomes a Lender (in the case of each other Lender), two original copies of Internal Revenue Service Form W-9 (or any successor forms), properly completed and duly executed by such Lender, and such other documentation reasonably requested by Company, to establish that such Lender is not subject to deduction or withholding of United States federal backup withholding tax with EXECUTION respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents. (iii) Each Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidenceevidence required to be provided by subsection (i) or (ii) of this Section 2.20(c), 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 Lender shall promptly deliver to General Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN W-8BEN, W-8ECI or W-8ECIW-9, or a Certificate Regarding re Non-Bank Status and two original Statxx xxx xxx xxxginal copies of the appropriate Internal Revenue Service Form W-8BEN W-8 (or any applicable successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Company, to confirm or establish that such Lender is not subject to or is subject to a reduced rate of deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify General Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (iv) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) and shall withhold from any payment to such Lender the amount equal to the applicable withholding tax required by law if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(c2.20(c) or Section 2.20(e), or (2) to notify General 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(c2.20(c) and Section 2.20(e) on the Restatement Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence subsection (iv) of Section 2.19(c2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 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 Lender that is not a United States Person (person as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) Code (for U.S. federal income tax purposes (of this subsection 2.7B(iii), a “Non"NON-US Lender”LENDER") shall deliver to Administrative Agent for transmission to Companythe Borrowers, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) 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 the Borrowers or Administrative Agent (each in the reasonable exercise of its their discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (i1) above, a Certificate Regarding 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, and such together with any other documentation certificate or statement of exemption requested by the Borrowers required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company and the Borrowers two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8BEN, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation required under the Internal Revenue Code and reasonably certificate or statement of exemption requested by Company the Borrowers required in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company the Borrowers of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(csubsection 2.7B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.7B(iii)(a) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company the Borrowers of its their obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non-US Lender”) shall deliver to Administrative Agent for transmission to CompanyBorrower, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8ECI or Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI or Form W-8BEN pursuant to clause (i1) above, a Certificate Regarding Noncertification of non-Bank Status bank status together with two original copies of an appropriate Internal Revenue Service Form W-8BEN W-8 series form (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest or other amounts payable under any of the Credit 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN W-8ECI or W-8ECIForm W-8BEN, or a Certificate Regarding Noncertification of non-Bank Status bank status and two original copies of an appropriate Internal Revenue Service Form W-8BEN (or any successor W-8 series form), as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) immediately notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of subsection 2.7B(iii)(a) and (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(cb), 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, provided that if such Lender shall have satisfied the such requirements of the first sentence of this Section 2.19(c) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement assignment agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change after the Closing Date in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a) and such Lender complies with subsection 2.7B(iii)(b).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “"Non-US Lender”") shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(csubsection 2.7B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.7B(iii)(a) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non-US Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Effective Date (in the case of each Lender with Revolving Loan Commitments listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms)), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(csubsection 2.7B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.7B(iii)(a) on the Restatement Effective Date (in the case of each Lender with Revolving Loan Commitments listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “"Non-US Lender”") shall deliver to Administrative Agent for transmission to CompanyBorrower, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (i1) above, a Certificate Regarding Non-re Non- Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) Borrower shall not be required to pay any additional amount to or on behalf of any Non-US Lender under Section 2.19(b)(iiiclause (b) or (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(c), subsection 2.7B(iii) or if the representations set forth in clauses (a) or (2b) to notify Administrative Agent and Company of its inability to deliver this subsection 2.7B(iii) made by any such forms, certificates or other evidence, as the case may beLender are not true; provided, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c) on the Restatement 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 Company 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.subsection

Evidence of Exemption From U.S. Withholding Tax. Each 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-US Lender”) Lender shall deliver to Administrative Agent for transmission to and Company, on or prior to the Restatement Effective Date (in the case of each Lender listed (which term shall include each Issuing Bank for purposes of this Section 2.20(c)) party hereto on the signature pages hereof on the Restatement 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 Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN W-0XXX, X-0XXX or W-8ECI W-8IMY (including therewith any withholding certificates and withholding statements required under applicable Treasury Regulations) (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and the applicable Treasury Regulations and 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 principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and the applicable Treasury Regulations and 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. 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to 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 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 Lender shall promptly deliver to Administrative Agent for transmission to and Company two new original copies of Internal Revenue Service Form W-8BEN W-0XXX, X-0XXX or W-8ECIW-8IMY (including therewith any withholding certificates and withholding statements required under applicable Treasury Regulations), or a Certificate Regarding 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 Lender, and such other documentation required under the Internal Revenue Code and the applicable Treasury Regulations and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Each Lender that is organized under the laws of the United States or any State or political subdivision thereof and that is not an “exempt recipient” (as defined in Treasury Regulations section 1.6049-4(c)) with respect to which no backup withholding is required shall, 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 Agreement pursuant to which it becomes a Lender (in the case of each other Lender) provide Administrative Agent and Company with two original copies of Internal Revenue Service Form W-9 (certifying that such Person is entitled to an exemption from United States backup withholding tax) or any successor form, and each such Lender shall thereafter provide Administrative Agent and Company with such supplements and amendments thereto and such additional forms, certificates, statements or documents as may from time to time be required by applicable law. Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii2.20(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence 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 sentence or third sentence, as applicable, of this Section 2.19(c2.20(c) on the Restatement Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of this Section 2.19(c2.20(c) shall relieve Company of its obligation to pay any additional amounts pursuant this to Section 2.19 2.20(b)(iii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly legally 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 Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “"Non-US Lender”") shall deliver to Administrative Paying Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Paying Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Paying Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Paying Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(csubsection 2.7B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.7B(iii)(a) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Each 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-US Lender”) shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement 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 or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN W-8BEN, W-81MY or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding 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, and such other documentation required under the Internal Revenue Code and 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. 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to 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 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 Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate Regarding 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 Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the 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 Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(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) on the Restatement 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 Company of its obligation to pay any Credit and Guaranty Agreement 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. For purposes of this Agreement, including, without limitation, this Section 2.19, the Xxxx-Xxxxx Act is deemed to have been adopted and gone into effect after the date hereof.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non"NON-US Lender”LENDER") shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. . (c) Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(csubsection 2.7B(iii), 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, PROVIDED that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.7B(iii)(a) on the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. Each 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-US Lender”") shall deliver to Administrative Agent for transmission to Company, on or prior to the Restatement Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Closing Date) or on or prior to the date of the Assignment Agreement or Joinder Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and 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 principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such 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. 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 2.19(c). Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(c2.18(c) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN or W-8ECIW-8ECI , or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the 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 Non-US Lender under Section 2.19(b)(iii2.18(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(c2.18(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(c2.18(c) on the Restatement Closing Date or on the date of the Assignment Agreement or Joinder Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c2.18(c) shall relieve Company of its obligation to pay any additional amounts pursuant this to Section 2.19 2.17(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, 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 Lender that is not a organized under the laws of any jurisdiction other than the United States Person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “"Non-US Lender”") shall deliver to Administrative Agent for transmission to CompanyBorrower, on or prior to the Restatement EXECUTION Closing Date (in the case of each Lender listed on the signature pages hereof on the Restatement Datehereof) 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI 4224 (or any successor forms), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, Loan Documents or (ii2) if such Lender is not a “"bank” " or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI 1001 or 4224 pursuant to clause (i1) above, a Certificate Regarding re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W-8 (or any successor form), properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder to establish that such 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 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 2.19(c). . (b) Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(csubsection 2.7B(iii)(a) hereby agrees, from time to time after the initial delivery by such 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 Lender shall promptly (1) deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN 1001 or W-8ECI4224, or a Certificate Regarding re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form)W-8, as the case may be, properly completed and duly executed by such Lender, and such together with any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company in order to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, Loan Documents or (2) notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence. Company . (c) Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iiiclause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (1a) to deliver the forms, certificates or other evidence referred to in the second sentence (b)(1) of this Section 2.19(csubsection 2.7B(iii), 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, provided that if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(csubsection 2.7B(iii)(a) on the Restatement Closing Date (in the case of EXECUTION each Lender listed on the signature pages hereof) or on the date of the Assignment Agreement pursuant to which it became a Lender (in the case of each other Lender, as applicable), nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 to clause (c) of subsection 2.7B(ii) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinin subsection 2.7B(iii)(a).