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

Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a “United States Person person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US U.S. Lender”) shall deliver to the Administrative Agent for transmission and the Borrower on or prior to the BorrowerInitial Credit Date (or, if later, on or prior to the Closing Date (in the case of each date on which such Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable, (iAgreement) two original copies of Internal Revenue Service Form W-8ECI or W-8BEN (or W-8BEN-E, as applicable) (with respect to a complete exemption under an income tax treaty) (or any successor forms), properly completed and duly executed by such Lender, certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, (ii) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”), a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower, within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and together with two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) (or any successor form), properly completed and duly executed by such Lender, and/or (iii) where a Non-US Lender is treated as a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided that, if the Non-US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non-US Lender on the beneficial owner(s) behalf)). Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. If Each Lender that is not a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if “United States person” (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code) (a “Foreign Lender”) shall, as applicable)to the extent it is legally entitled to do so, such Lender shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, two executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such documentation prescribed by tax treaty and (y) with respect to any other applicable law payments under any Transaction Document, two executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (including as prescribed by 2) two executed copies of Internal Revenue Service Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 1471(b)(3)(C)(i881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, two executed copies of IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such additional documentation reasonably requested by Foreign Lender are claiming the Borrower or portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Administrative Agent as may be necessary for the Borrower form of Exhibit B-4 on behalf of each such direct and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreementindirect partner. Each Lender required to deliver any forms forms, certificates or certificates other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d2.15(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms forms, certificates or certificatesother evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or certificates other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI, or a Certificate re Non-Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) W-9 (or any successor form), or two original copies of Internal Revenue Service Form W-9, as the case may be, ) properly completed and duly executed by such Lender, and such other forms documentation required under the Code and reasonably requested by the Administrative Agent or the Borrower to confirm or establish the entitlement of that such Lender is not subject to a continued exemption from deduction or reduction in withholding of United States federal income tax or backup withholding tax with respect to payments to such Lender under the Credit Transaction Documents, or notify the Administrative Agent and the Borrower of its inability to deliver any such forms forms, certificates or certificates, in which case, such Lender shall not be required to deliver any such form or certificate pursuant to this Section 2.19(d)other evidence.

Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a “United States Person person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US U.S. Lender”) shall deliver to the Administrative Agent for transmission to and the Borrower, Borrower on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable, (i) two original copies of Internal Revenue Service Form W-8ECI or W-8BEN (or W-8BEN-E, as applicable) (with respect to a complete exemption under an income tax treaty) (or any successor forms), properly completed and duly executed by such Lender, certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, (ii) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”), a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower, within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and together with two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) (or any successor form), properly completed and duly executed by such Lender, and/or (iii) where a Non-US Lender is treated as a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided thator, if the Non-US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non-US Lender on the beneficial owner(s) behalf)). Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrowerlater, on or prior to the Closing Date (in the case of each date on which such Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing DateAgreement), and at such other times as may be necessary in from time to time thereafter upon the determination reasonable request of the Borrower or the Administrative Agent (each in or the reasonable exercise of its discretion)Borrower, two original copies of Internal Revenue Service IRS Form W-9 (or any successor form), properly completed and duly executed by such LenderXxxxxx, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. If Each Lender that is not a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if “United States person” (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code) (a “Foreign Lender”) shall, as applicable)to the extent it is legally entitled to do so, such Lender shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such documentation prescribed by tax treaty and (y) with respect to any other applicable law payments under any Transaction Document, two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (including as prescribed by 2) two copies of executed IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 1471(b)(3)(C)(i881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, two copies of executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, two copies of executed IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such additional documentation reasonably requested by Foreign Lender are claiming the Borrower or portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Administrative Agent as may be necessary for the Borrower form of Exhibit B-4 on behalf of each such direct and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreementindirect partner. Each Lender required to deliver any forms forms, certificates or certificates other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d2.15(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms forms, certificates or certificatesother evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or certificates other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service IRS Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI, or a Certificate re Non-Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) W-9 (or any successor form), or two original copies of Internal Revenue Service Form W-9, as the case may be, ) properly completed and duly executed by such Lender, and such other forms documentation required under the Code and reasonably requested by the Administrative Agent or the Borrower to confirm or establish the entitlement of that such Lender is not subject to a continued exemption from deduction or reduction in withholding of United States federal income tax or backup withholding tax with respect to payments to such Lender under the Credit Transaction Documents, or notify the Administrative Agent and the Borrower of its legal inability to deliver any such forms forms, certificates or certificates, in which case, such Lender shall not be required to deliver any such form or certificate pursuant to this Section 2.19(d)other evidence.

Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a “United States Person person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US U.S. Lender”) shall deliver to the Administrative Agent for transmission and the Borrower on or prior to the BorrowerInitial Credit Date (or, if later, on or prior to the Closing Date (in the case of each date on which such Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable, (iAgreement) two original copies of Internal Revenue Service Form W-8ECI or W-8BEN (or W-8BEN-E, as applicable) (with respect to a complete exemption under an income tax treaty) (or any successor forms), properly completed and duly executed by such Lender, certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, (ii) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”), a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower, within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and together with two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) (or any successor form), properly completed and duly executed by such Lender, and/or (iii) where a Non-US Lender is treated as a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided that, if the Non-US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non-US Lender on the beneficial owner(s) behalf)). Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. If Each Lender that is not a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if “United States person” (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b) 7701(a)(30 of the Code) (a “Foreign Lender”) shall, as applicable)to the extent it is legally entitled to do so, such Lender shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, two executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such documentation prescribed by tax treaty and (y) with respect to any other applicable law payments under any Transaction Document, two executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (including as prescribed by 2) two executed copies of Internal Revenue Service Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 1471(b)(3)(C)(i881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, two executed copies of IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such additional documentation reasonably requested by Foreign Lender are claiming the Borrower or portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Administrative Agent as may be necessary for the Borrower form of Exhibit B-4 on behalf of each such direct and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreementindirect partner. Each Lender required to deliver any forms forms, certificates or certificates other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d2.15(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms forms, certificates or certificatesother evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or certificates other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI, or a Certificate re Non-Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) W-9 (or any successor form), or two original copies of Internal Revenue Service Form W-9, as the case may be, ) properly completed and duly executed by such Lender, and such other forms documentation required under the Code and reasonably requested by the Administrative Agent or the Borrower to confirm or establish the entitlement of that such Lender is not subject to a continued exemption from deduction or reduction in withholding of United States federal income tax or backup withholding tax with respect to payments to such Lender under the Credit Transaction Documents, or notify the Administrative Agent and the Borrower of its inability to deliver any such forms forms, certificates or certificates, in which case, such Lender shall not be required to deliver any such form or certificate pursuant to this Section 2.19(d)other evidence.

Evidence of Exemption From U.S. Withholding Tax. Each Lender that (i) If the Investor is not a “United States Person person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax Tax purposes (a “Non-US LenderInvestor”) shall ), then the Investor shall, to the extent it is legally entitled to do so, deliver to the Administrative Agent for transmission to the BorrowerIssuer and Collateral Agent, on or prior to the Closing Date (in the case of each Lender the Investor listed on the signature pages hereof on the Closing Date), ) or on or prior to the time date such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date)Investor hereunder, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicableIssuer, (i) two original copies of Internal Revenue Service Form W-8ECI or W-8BEN W-8IMY (or with appropriate attachments), W-8BEN, W-8BEN-E, as applicable) (with respect to a complete exemption under an income tax treaty) E or W-8ECI (or any successor forms), properly completed and as applicable, duly executed by such Lenderthe Investor to establish that the Investor is not subject to, certifying to such Lender’s entitlement as or is eligible for a reduced rate of, deduction or withholding of such date to a complete exemption from United States withholding tax federal income Tax with respect to any payments to such Lender the Investor of principal, interest, fees or other amounts payable under any of the Credit Note Documents, and (ii) in if the case of a Non-US Lender Investor is claiming the benefits of the exemption for portfolio interest under Sections Section 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”)Internal Revenue Code, a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), certificate to the effect that such Lender the Investor is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (B) a “10 percent shareholder” of the Borrower, Issuer within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Internal Revenue Code, or (C) a “controlled foreign corporation” related to Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code, and together with two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) (or any successor form), properly completed and duly executed by such Lender, and/or the Investor. (iiiii) where a Non-US Lender is treated as a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided that, if the Non-US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non-US Lender on the beneficial owner(s) behalf)). Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender. If a payment made to a Lender the Investor under any Credit Note Document would be subject to U.S. United States federal withholding Tax imposed by FATCA if such Lender the Investor were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender the Investor shall deliver to the Borrower Issuer and the Administrative Collateral Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Issuer or the Administrative Agent, Collateral Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower Issuer or the Administrative Collateral Agent as may be necessary for the Borrower and the Administrative Agent Issuer to comply with their its obligations under FATCA and to determine that such Lender the Investor has complied with such Lenderthe Investor’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentencethis Section 2.12(d)(ii), “FATCA” FATCA shall include any amendments made to FATCA after the date of this Agreement. Each Lender Notwithstanding the above, the Investor shall not be required to deliver any forms form or certificates with respect other form of documentation pursuant to this Section 2.12(d)(ii) that such Non-US Investor is not legally able to deliver. (iii) If the Investor 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 Tax purposes, then the Investor shall deliver to Issuer and Collateral Agent, on or prior to the Closing Date (in the case of the Investor listed on the signature pages hereof on the Closing Date) or on or prior to the date such Person becomes the Investor hereunder, and at such other times as may be necessary in the determination of Issuer or Collateral Agent (each, in its reasonable exercise of its discretion), two copies of Internal Revenue Service Form W-9 duly executed by the Investor certifying that the Investor is exempt from United States federal backup withholding matters Taxes. (iv) The Investor shall, to the extent it is legally entitled to do so, deliver to Issuer, on or prior to the date on which the Investor becomes the Investor under this Agreement (and from time to time thereafter upon the reasonable request of Issuer), executed copies (in such number as shall be requested by Issuer) of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in any applicable withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Issuer to determine the withholding or deduction required to be made. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.12(d)(i), Section 2.12(d)(ii) and Section 2.12(d)(iii)) shall not be required if in the Investor’s reasonable judgment such completion, execution or submission would subject the Investor to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Investor. The Investor hereby agrees that if any form or certification it previously delivered pursuant to this Section 2.19(d2.12(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms expires or certificates, whenever a lapse in time or change in circumstances renders such forms or certificates becomes obsolete or inaccurate in any material respect, that the Investor shall update such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN (form or W-8BEN-E, as applicable) or W-8ECI, or a Certificate re Non-Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) (or any successor form), or two original copies of Internal Revenue Service Form W-9, as the case may be, properly completed and duly executed by such Lender, and such other forms required under the Code and reasonably requested by the Administrative Agent or the Borrower to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments to such Lender under the Credit Documentscertification, or notify the Administrative Collateral Agent and the Borrower Issuer of its inability to deliver any such forms or certificates, in which case, such Lender shall not be required to deliver any such form or certificate pursuant to this Section 2.19(d).

Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a “United States Person person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non-US U.S. Lender”) shall deliver to the Administrative Agent for transmission to and the Borrower, Borrower on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable, (i) two original copies of Internal Revenue Service Form W-8ECI or W-8BEN (or W-8BEN-E, as applicable) (with respect to a complete exemption under an income tax treaty) (or any successor forms), properly completed and duly executed by such Lender, certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, (ii) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”), a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower, within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and together with two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) (or any successor form), properly completed and duly executed by such Lender, and/or (iii) where a Non-US Lender is treated as a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided thator, if the Non-US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non-US Lender on the beneficial owner(s) behalf)). Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrowerlater, on or prior to the Closing Date (in the case of each date on which such Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing DateAgreement), and at such other times as may be necessary in from time to time thereafter upon the determination reasonable request of the Borrower or the Administrative Agent (each in or the reasonable exercise of its discretion)Borrower, two original copies of Internal Revenue Service IRS Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to such an exemption. If Each Lender that is not a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if “United States person” (as such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained term is defined in Section 1471(b) or 1472(b7701(a)(30) of the Code) (a “Foreign Lender”) shall, as applicable)to the extent it is legally entitled to do so, such Lender shall deliver to the Borrower and the Administrative Agent at on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time or times prescribed by law and at such to time or times reasonably requested by thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such documentation prescribed by tax treaty and (y) with respect to any other applicable law payments under any Transaction Document, two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (including as prescribed by 2) two copies of executed IRS Form W-8ECI; (3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 1471(b)(3)(C)(i881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two copies of executed IRS Form W-8BEN or W-8BEN-E, as applicable; or (4) to the extent a Foreign Lender is not the beneficial owner, two copies of executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, two copies of executed IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such additional documentation reasonably requested by Foreign Lender are claiming the Borrower or portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the Administrative Agent as may be necessary for the Borrower form of Exhibit B-4 on behalf of each such direct and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreementindirect partner. Each Lender required to deliver any forms forms, certificates or certificates other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d2.15(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms forms, certificates or certificatesother evidence, whenever a lapse in time or change in circumstances renders such forms forms, certificates or certificates other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service IRS Form W-8BEN (or W-8BEN-E, as applicable) or W-8ECI, or a Certificate re Non-Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or W-8BEN-E, as applicable) W-9 (or any successor form), or two original copies of Internal Revenue Service Form W-9, as the case may be, ) properly completed and duly executed by such Lender, and such other forms documentation required under the Code and reasonably requested by the Administrative Agent or the Borrower to confirm or establish the entitlement of that such Lender is not subject to a continued exemption from deduction or reduction in withholding of United States federal income tax or backup withholding tax with respect to payments to such Lender under the Credit Transaction Documents, or notify the Administrative Agent and the Borrower of its legal inability to deliver any such forms forms, certificates or certificates, in which case, such Lender shall not be required to deliver any such form or certificate pursuant to this Section 2.19(d)other evidence.