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

Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall, to the extent such Lender is legally able to do so, deliver to Administrative Agent for transmission to Borrower, 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by 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) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of the U.S. Tax Compliance Certificate to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code together with two original copies of Internal Revenue Service Form W-8BEN 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 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 interest payable under any of the Credit Documents. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-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. 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 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate 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 Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non-US Lender”) shall, to the extent such Lender is legally able to do so, shall deliver to Administrative Agent for transmission and to Borrower, 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 Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8BEN or W-8ECI (or, in each case, 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 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 principalor, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Non-US Lender claiming the benefits exemption from United States federal withholding tax under Section 871(h) or 881(c) of the exemption Internal Revenue Code with respect to payments of “portfolio interest,” a form W-8BEN, and, in the case of a Lender that has certified in writing to Agent that it is not a “bank” (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a “bank” for portfolio interest under purposes of Section 881(c) of the Internal Revenue Code, (xii) a certificate substantially in the form of the U.S. Tax Compliance Certificate to the effect that such Lender is not a “bank” ten-percent shareholder (within the meaning of Section 881(c)(3)(A871(h)(3)(B) of the Internal Revenue Code, a “10 percent shareholder” ) of Borrower or (iii) a controlled foreign corporation related to Borrower (within the meaning of Section 881(c)(3)(B864(d)(4) of the Internal Revenue Code, or a “controlled foreign corporation” described ) in Section 881(c)(3)(C) of the Internal Revenue Code each case together with two original copies any other certificate or statement 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 exemption required under the Internal Revenue Code and reasonably requested by Borrower or the regulations issued thereunder 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 withholding tax with respect to any payments to such Lender of interest payable under any of the Credit 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 that is a United States person (as such term is defined in Section 7701(a)(30) under any of the Internal Revenue Code) Loan Documents (for United States federal income tax purposes (example, in the case of a “U.S. typical participation by such Lender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) ), shall deliver to Administrative Agent and Borrower to Borrower, on or prior to the Closing Date (or, if laterin the case of each Lender listed on the signatures pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on which such later date when such Lender becomes a party ceases to this Agreementact 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 Borrower or Agent (each in the reasonable exercise of its discretion), (1) two original copies of Internal Revenue Service Form W-9 (the forms or any successor formstatements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Lender, certifying to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that such U.S. Lender is entitled not subject to an exemption from United States backup withholding tax, and (2) two original copies of Internal Revenue Service Form W-8IMY (or otherwise prove any successor forms) properly completed and duly executed by such Lender, together with any information, if any, such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder, to establish that it such Lender is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence not acting for its own account with respect to United States federal income tax withholding matters pursuant a portion of any such sums payable to this Section 2.20(csuch Lender. (c) Each Non-US Lender 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 Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate 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 Borrower 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 Borrower of its inability to deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this subsection 2.7B(iii) and such Lender was in fact properly entitled to deliver forms, certificates or other evidence establishing that such Lender was not subject to withholding as described in subsection 2.7B(iii)(a).

Evidence of Exemption From U.S. Withholding Tax. (i) Each Lender that is not a United States person Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. United States federal income tax purposes (a “Non-US Lender”) shall, to the extent such Lender is legally able to do so, shall deliver to Administrative Agent for transmission to Borrowerand 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 such Person becomes a Lender (in the case of each other Lender)hereunder, and at such other times as may be necessary in the determination of Borrower or Administrative Agent and the Company (each in the reasonable exercise of its their discretion), (i) two original copies of Internal Revenue Service Form W-8IMY (with appropriate attachments), W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY E or W-8ECI (or, in each case, or any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower Lender 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 Loan Documents, or and (ii) in the case of a Non-US if such Lender is claiming the benefits of the exemption for portfolio interest from United States federal income tax under Section 871(h) or 881(c) of the Internal Revenue Code, (xa Certificate Regarding Non-Bank Status, properly completed and duly executed by such Lender. 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 certificate substantially lapse in the form of the U.S. Tax Compliance Certificate to the effect time or change in circumstances renders such forms or certificates obsolete or inaccurate in any material respect, that such Lender is not a “bank” within shall deliver to Administrative Agent and the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code together with Company two new original copies of Internal Revenue Service Form W-8BEN or W-8IMY (with appropriate attachments thereto), W-8BEN, W-8-BEN-E or W-8ECI, as applicable, and, if applicable, a Certificate Regarding Non-Bank Status (or any successor formforms), as the case may be, properly completed and duly executed by such Lender, or notify Administrative Agent and Company of its inability to deliver any such other documentation forms or certificates. Notwithstanding the above, a Non-US Lender shall not be required to deliver any form pursuant to this Section 2.19(d)(i) that such Non-US Lender is not legally able to deliver. (ii) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code Code, as applicable), such Lender shall deliver to Company and Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by Borrower Company or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Company or Administrative Agent as may be necessary for Company and Administrative Agent to establish comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.19(d)(ii), FATCA shall include any amendments made to FATCA after the date of this Agreement. Notwithstanding the above, a Lender shall not be required to deliver any form or other form of documentation pursuant to this Section 2.19(d)(ii) that such Non-US Lender is not subject legally able to deliver. (or is subject to a reduced rate ofiii) 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 that is a United States person Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) shall deliver to Administrative Agent and Borrower the Company, on or prior to the Closing Date (or, if later, in the case of each such Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date on which such Lender Person becomes a party to this Agreement) Lender hereunder, and at such other times as may be necessary in the determination of Administrative Agent and the Company (in the reasonable exercise of their discretion), two original copies of Internal Revenue Service Form W-9 (or any successor form), forms) 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. 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 2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate 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 Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax backup withholding taxes with respect to any payments to such Lender under the Credit Documentsof principal, or notify Administrative Agent and Borrower of its inability to deliver any such formsinterest, certificates fees or other evidenceamounts payable under any of the Loan Documents.

Evidence of Exemption From U.S. Withholding Tax. (a) Each Lender that is not a organized under the laws of any jurisdiction other than the United States person or any state or other political subdivision thereof (as such term is defined in Section 7701(a)(30) for purposes of the Internal Revenue Code) for U.S. federal income tax purposes (this subsection 2.7B(iii), a “Non"NON-US Lender”LENDER") shall, to the extent such Lender is legally able to do so, shall deliver to Administrative Agent for transmission and to BorrowerCompany, 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 Borrower Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY W-8BEN or W-8ECI (or, in each case, or any successor forms), ) properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by 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 principalor, interest, fees or other amounts payable under any of the Credit Documents, or (ii) in the case of a Non-US Lender claiming the benefits exemption from United States federal withholding tax under Section 871(h) or 881(c) of the exemption Internal Revenue Code with respect to payments of "portfolio interest", a form W-8BEN, and, in the case of a Lender that has certified in writing to Administrative Agent that it is not a "bank" (as defined in Section 881(c)(3)(A) of the Internal Revenue Code), a certificate of such Lender certifying that such Lender is not (i) a "bank" for portfolio interest under purposes of Section 881(c) of the Internal Revenue Code, (xii) a certificate substantially in the form of the U.S. Tax Compliance Certificate to the effect that such Lender is not a “bank” ten-percent shareholder (within the meaning of Section 881(c)(3)(A871(h)(3)(B) of the Internal Revenue Code, ) of Holdings or (iii) a “10 percent shareholder” of Borrower controlled foreign corporation related to Holdings (within the meaning of Section 881(c)(3)(B864(d)(4) of the Internal Revenue Code, or a “controlled foreign corporation” described ) in Section 881(c)(3)(C) of the Internal Revenue Code each case together with two original copies any other certificate or statement 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 exemption required under the Internal Revenue Code and reasonably requested by Borrower or the regulations issued thereunder 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 withholding tax with respect to any payments to such Lender of interest payable under any of the Credit 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 that is a United States person (as such term is defined in Section 7701(a)(30) under any of the Internal Revenue Code) Loan Documents (for United States federal income tax purposes (example, in the case of a “U.S. typical participation by such Lender”) and is not an exempt recipient within the meaning of Treasury Regulation Section 1.6049-4(c) ), shall deliver to Administrative Agent and Borrower to Company, on or prior to the Closing Date (or, if laterin the case of each Lender listed on the signatures pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on which such later date when such Lender becomes a party ceases to this Agreementact 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 Internal Revenue Service Form W-9 (the forms or any successor formstatements required to be provided by such Lender under subsection 2.7B(iii)(a), properly completed and duly executed by such Lender, certifying to establish the portion of 72 82 any such sums paid or payable with respect to which such Lender acts for its own account that such U.S. Lender is entitled not subject to an exemption from United States backup withholding tax, and (2) two original copies of Internal Revenue Service Form W-8IMY (or otherwise prove any successor forms) properly completed and duly executed by such Lender, together with any information, if any, such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Internal Revenue Code or the regulations issued thereunder, to establish that it such Lender is entitled to such an exemption. Each Lender required to deliver any forms, certificates or other evidence not acting for its own account with respect to United States federal income tax withholding matters pursuant a portion of any such sums payable to this Section 2.20(csuch Lender. (c) Each Non-US Lender 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 Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate and Company 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 Borrower 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 Borrower Company of its inability to deliver any such forms, certificates or other evidence. (d) Borrowers shall not be required to pay any additional amount to any Non-US Lender under clause (c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the requirements of clause (a), (b) or (c)(1) of this subsection 2.7B(iii); provided that if such Lender shall have satisfied the requirements of subsection 2.7B(iii)(a) on the date such Lender became a Lender, nothing in this subsection 2.7B(iii)(d) shall relieve Borrowers of their obligation to pay any amounts pursuant to subsection 2.7B(ii)(c) in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described in subsection 2.7B(iii)(a).