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 a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) 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 which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup 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 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), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E 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 W-8BEN-E (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. 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(d) 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, W-8BEN-E or W-8ECI, or a Certificate Regarding Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form), as the case may be, properly completed and duly executed by such 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. Without limiting the foregoing, each Non-US Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall provide any other documentation reasonably requested by Credit Party or Administrative Agent sufficient for the Credit Party and Administrative Agent to comply with their obligations under FATCA and to determine that such Non-US Lender has complied with such applicable reporting requirements. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 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 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 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 is, and the Administrative Agent, if it is, a United States Person person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) ), for US Federal Income tax purposes whose name does not include any of the terms Incorporated, Inc., Corporation, Corp., P.C., insurance company, indemnity company, reinsurance company, or assurance company shall deliver to the Administrative Agent for transmission to Company, on the Company or prior to the Closing Date (Date, or in the case of each Lender listed a lender that is an assignee or transferee of an interest under this Agreement on the signature pages hereof on the Closing Date) or on or prior to the date of the such assignment Agreement pursuant or transfer to which it becomes a Lender (in the case of each other such Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two accurate and complete original signed copies of Internal Revenue Service Form W-9 certifying that with respect to such Lender is exempt from U.S. federal backup withholding taxLender. Each Lender that is not not, and the Administrative Agent if it 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 the 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 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 Administrative Agent (each in the reasonable exercise of its discretion)) upon reasonable request by the Company or Administrative Agent, in each case to the extent such Lender may lawfully do so at such times, (i) two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY and the related statements and certifications as required under §1.1441-1(e)(1), W-8BEN-E as applicable, or W-8ECI (or or, in each case, 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 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 or Administrative Agent is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code Code, is claiming the so called “portfolio interest exemption”, and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding Non re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BENand/or Form W-8IMY and the related statements and certifications as required under §1.1441-E 1(e)(1), as applicable, (or or, in each case, 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 the Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Non-US 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(d) 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 respectrespect or upon reasonable request by the Administrative Agent or the Company, that such Lender shall promptly deliver to Administrative Agent for transmission to the Company two new original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E as applicable, or W-8ECI, or a Certificate Regarding Non re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E and/or Form W-8IMY, as applicable, (or or, in each case, 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 the 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 the Company of its inability to deliver any such forms, certificates or other evidence. Without limiting the foregoing, each Non-US Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall provide any other documentation reasonably requested by Credit Party or Administrative Agent sufficient for the Credit Party and Administrative Agent to comply with their obligations under FATCA and to determine that such Non-US Lender has complied with such applicable reporting requirements. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The 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 or Administrative Agent 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 or Administrative Agent shall have satisfied the requirements of the first sentence of this Section 2.19(c2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c2.20(c) shall relieve the 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 or Administrative Agent is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or Administrative Agent is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Non-US Lender that is a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver to Administrative Agent for transmission and to Company, on or prior to the Original 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), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup 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 Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing 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), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, or, in the case of a Non-US Lender claiming exemption from United States federal withholding tax under Section 871(h) or 881(c) of the Internal Revenue Code with respect to payments of “portfolio interest”, a form W-8BEN, and a certificate of such Lender certifying that such Lender is not (i) a “bank” for purposes of Section 881(c) of the Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of Company or Holdings or (iii) a controlled foreign corporation related to Company (within the meaning of Section 864(d)(4) of the Internal Revenue Code), in each case together with any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of amounts payable under any of the Loan Documents. (b) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Company, on or prior to the Original Closing Date (in the case of each Lender listed on the signature pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (1) two original copies of the forms or statements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principalwithholding tax, interest, fees or other amounts payable under any of the Credit Documents, or and (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 W-8BEN-E W-8IMY (or any successor form), forms) properly completed and duly executed by such Lender, together with any information, if any, such Lender chooses to transmit with such form, and such any other documentation certificate or statement of exemption required under the Internal Revenue Code and reasonably requested by Company or the regulations issued thereunder, to establish that such Lender is not subject to deduction or withholding of United States federal income tax acting for its own account with respect to a portion of any payments such sums payable to such Lender. (c) Each Non-US Lender of interest payable under any of the Credit Documents. 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(d) 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 so delivered obsolete or inaccurate in any material respect, that such Lender shall promptly (1) deliver to Administrative Agent for transmission and to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI, or a Certificate Regarding Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN renewals, amendments or W-8BEN-E (additional or any successor form), as the case may beforms, 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 withholding tax with respect to payments to such Lender under the Credit DocumentsLoan Documents and, if applicable, that such Lender does not act for its own account with respect to any portion of such payment, or (2) notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Without limiting the foregoing, each Non-US Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall provide any other documentation reasonably requested by Credit Party or Administrative Agent sufficient for the Credit Party and Administrative Agent to comply with their obligations under FATCA and to determine that such Non-US Lender has complied with such applicable reporting requirements. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. . (d) 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), (1) with respect to any Tax required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to subsection 2.7B(iii)(b)(2) or (2) if such Lender shall have failed to satisfy the requirements of clause (1a), (b) to deliver the forms, certificates or other evidence referred to in the second sentence (c)(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 Closing Date or on the date of the Assignment Agreement pursuant to which it such Lender became a Lender, as applicable, nothing in this last sentence of Section 2.19(csubsection 2.7B(iii)(d) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 to subsection 2.7B(ii)(c) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver 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 making a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver loan 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 which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender Borrower that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for transmission to CompanyU.S. Borrower, on or prior to the Closing Effective Date (in the case of each Lender listed on the signature pages hereof on the Closing 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 U.S. Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENX-0XXX, W-8BEN-E or W-8ECI X-0XXX and/or W-8IMY (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company U.S. Borrower 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 (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 re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E and/or W-8IMY (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company U.S. 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 Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.20(d). Each Lender making a Loan to U.S. Borrower that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) and is not a person whose name indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to U.S. Borrower and Administrative Agent on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of U.S. Borrower and Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a Non-US Lender shall not be required to deliver any form or statement pursuant to this Section 2.20(d) that such Non-US Lender is not legally able to deliver. 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(d2.20(d) 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 U.S. Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8ECI, W-8IMY or W-8ECIW-9, or a Certificate Regarding Non re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E W-8IMY (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 or reasonably requested by Company U.S. Borrower 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 Administrative Agent and Company U.S. Borrower of its inability to deliver any such forms, certificates or other evidence. Without limiting the foregoing, each Non-US Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall provide any other documentation reasonably requested by Credit Party or Administrative Agent sufficient for the Credit Party and Administrative Agent to comply with their obligations under FATCA and to determine that such Non-US Lender has complied with such applicable reporting requirements. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Company Borrowers 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(d), or (2) to notify Administrative Agent and Company Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence and second sentences of this Section 2.19(c2.20(d) on the Closing Effective Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c2.20(d) shall relieve Company U.S. Borrower 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. Each Lender that is making a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver to Administrative Agent for transmission to Company, on or prior loan 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), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender Borrower that is not a United States Person person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-Non US Lender”) shall deliver to the Administrative Agent for transmission to Companythe U.S. Borrower, on or prior to the Closing Effective Date (in the case of each Lender listed on the signature pages hereof on the Closing 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 the U.S. Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BENW 8BEN, W-8BEN-E or W-8ECI W-8EXP, W 8ECI and/or W-8IMY (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company the U.S. Borrower or the Administrative Agent 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 (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, is relying on the so-called “portfolio interest exemption,” a Certificate Regarding re Non Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E W 8BEN and/or W-8IMY (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and or reasonably requested by Company the U.S. Borrower or the Administrative Agent to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. If any Lender provides an Internal Revenue Service Form W-8IMY, such Lender must also attach the additional documentation that must be transmitted with Internal Revenue Service Form W-8IMY, including the appropriate forms described in this Section 2.20(d). Each Lender making a Loan to the U.S. Borrower that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) and is not a person whose name indicates that it is an “exempt recipient” (as such term is defined in Section 1.6049-4(c)(ii) of the United States Treasury Regulations) shall deliver to the U.S. Borrower and the Administrative Agent on or prior to the Effective Date (in the case of each Lender listed on the signature pages hereof on the Effective Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the U.S. Borrower and the Administrative Agent (each in the reasonable exercise of its discretion) two original copies of Internal Revenue Service Form W-9 (or successor forms). Notwithstanding anything to the contrary contained herein, a Non-US Lender shall not be required to deliver any form or statement pursuant to this Section 2.20(d) that such Non-US Lender is not legally able to deliver. 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(d2.20(d) 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 Company the U.S. Borrower two new original copies of Internal Revenue Service Form W-8BENW 8BEN, W-8BEN-E W-8EXP, W 8ECI, W-8IMY or W-8ECIW-9, or a Certificate Regarding re Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN W 8BEN or W-8BEN-E W-8IMY (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 or reasonably requested by Company the U.S. Borrower or the Administrative Agent 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 the Administrative Agent and Company the U.S. Borrower of its inability to deliver any such forms, certificates or other evidence. Without limiting the foregoing, each Non-US Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall provide any other documentation reasonably requested by Credit Party or Administrative Agent sufficient for the Credit Party and Administrative Agent to comply with their obligations under FATCA and to determine that such Non-US Lender has complied with such applicable reporting requirements. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Company Borrowers shall not be required to pay any additional amount to any Non-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 required by this Section 2.19(c2.20(d), or (2) to notify the Administrative Agent and Company Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence and second sentences of this Section 2.19(c2.20(d) on the Closing Effective Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c2.20(d) shall relieve Company the U.S. Borrower 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. Each Lender that is is, and the Administrative Agent, if it is, a United States Person person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) ), for US Federal Income tax purposes whose name does not include any of the terms Incorporated, Inc., Corporation, Corp., P.C., insurance company, indemnity company, reinsurance company, or assurance company shall deliver to the Administrative Agent for transmission to Company, on the Company or prior to the Closing Date (Date, or in the case of each Lender listed a lender that is an assignee or transferee of an interest under this Agreement on the signature pages hereof on the Closing Date) or on or prior to the date of the such assignment Agreement pursuant or transfer to which it becomes a Lender (in the case of each other such Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two accurate and complete original signed copies of Internal Revenue Service Form W-9 certifying that with respect to such Lender is exempt from U.S. federal backup withholding taxLender. Each Lender that is not not, and the Administrative Agent if it 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 the 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 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 Administrative Agent (each in the reasonable exercise of its discretion)) upon reasonable request by the Company or Administrative Agent, in each case to the extent such Lender may lawfully do so at such times, (i) two original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY and the related statements and certifications as required under §1.1441-1(e)(1), W-8BEN-E as applicable, or W-8ECI (or or, in each case, 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 or Administrative Agent to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender or Administrative Agent is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code Code, is claiming the so called “portfolio interest exemption”, and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding Non re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BENand/or Form W-8IMY and the related statements and certifications as required under §1.1441-E 1(e)(1), as applicable, (or or, in each case, 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 the Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Non-US 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(d) 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 respectrespect or upon reasonable request by the Administrative Agent or the Company, that such Lender shall promptly deliver to Administrative Agent for transmission to the Company two new original copies of Internal Revenue Service Form W-8BENW-8BEN and/or Form W-8IMY, W-8BEN-E as applicable, or W-8ECI, or a Certificate Regarding Non re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E and/or Form W-8IMY, as applicable, (or or, in each case, 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 the 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 the Company of its inability to deliver any such forms, certificates or other evidence. Without limiting the foregoing, each Non-US Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall provide any other documentation reasonably requested by Credit Party or Administrative Agent sufficient for the Credit Party and Administrative Agent to comply with their obligations under FATCA and to determine that such Non-US Lender has complied with such applicable reporting requirements. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. The 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 or Administrative Agent 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 or Administrative Agent shall have satisfied the requirements of the first sentence of this Section 2.19(c2.20(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c2.20(c) shall relieve the 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 or Administrative Agent is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or Administrative Agent is not subject to withholding as described herein.