Common use of Withholding; Certification of Non-Foreign Status Clause in Contracts

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation and the Company may, in the reasonable exercise of its discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Unitholder deliver to the Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event the Corporation or the Company has required delivery of such certification but an exchanging Company Unitholder is unable to comply, the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Unitholder the Class A Common Stock in accordance with Section 2.1, but subject to withholding as provided in Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation Public Offering Entity or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax Tax rules or regulations in respect of any Exchange, then the Corporation Public Offering Entity or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock or Class D Common Stock, as applicable, with a fair market value Fair Market Value equal to the minimum amount of any taxes Taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation Public Offering Entity or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Class A Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation Public Offering Entity and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Class A Unitholder deliver to the Corporation Public Offering Entity or the Company, as the case may be, an IRS Form W-9 or other certification that the exchanging Class A Unitholder is not a certification “foreign person” within the meanings of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)Sections 1445 and 1446(f) of the Code. In the event that the Corporation Public Offering Entity or the Company has required delivery of such certification but an exchanging Company Class A Unitholder is unable to complydo so, the Corporation Public Offering Entity or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Class A Unitholder the Class A Common Stock or Class D Common Stock, as applicable, in accordance with Section 2.19.9, but subject to withholding as provided in Section 2.4(a9.12(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or Corporation, the Company or any exchanging Subsidiary shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation Corporation, the Company or the Companysuch Subsidiary, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, at its option option, withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to Corporation, the Company an amount equal to the minimum amount of any taxes which the Corporation or the Companysuch Subsidiary, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation and Corporation, the Company and any exchanging Subsidiary may, in the reasonable exercise of its discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Unitholder deliver to the Corporation Corporation, the Company or the Companysuch Subsidiary, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)) prior to an Exchange. In the event the Corporation or Corporation, the Company or such Subsidiary has required delivery of such certification but an exchanging Company Unitholder is unable does not provide such certification to complythe Corporation, the Corporation Company or such Subsidiary, the CompanyCorporation, the Company or such Subsidiary, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Unitholder the Class A Common Stock or the Cash Settlement in accordance with Section 2.1, but subject to withholding as provided in Section 2.4(a). (c) If the Corporation, the Company or any exchanging Subsidiary determines that any amounts by reason of any federal, state, local or foreign tax rules or regulations are required to be withheld in respect of any Exchange, the Corporation, the Company or such Subsidiary, as the case may be, shall use commercially reasonable efforts to promptly notify the exchanging Company Unitholder and shall consider in good faith any theories, positions or alternative arrangements that such Company Unitholder raises (reasonably in advance of the date on which the Corporation, the Company or such Subsidiary believes withholding is required) as to why withholding is not required or that may avoid the need for such withholding, provided that none of the Corporation, the Company or such Subsidiary is required to incur additional costs as a result of such obligation and this Section 2.4(c) shall not in any manner limit the authority of the Corporation, the Company or such Subsidiary to withhold taxes with respect to an exchanging Company Unitholder pursuant to Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation Public Offering Entity or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax Tax rules or regulations in respect of any Exchange, then the Corporation Public Offering Entity or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes Taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation Public Offering Entity or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Class A Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Class A Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholdingwithholding or similar rules. (b) Notwithstanding anything to the contrary herein, each of the Corporation Public Offering Entity and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Class A Unitholder deliver to the Corporation Public Offering Entity or the Company, as the case may be, an IRS Form W-9 or other certification that the exchanging Class A Unitholder is not a certification “foreign person” within the meanings of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)Sections 1445 and 1446(f) of the Code. In the event that the Corporation Public Offering Entity or the Company has required delivery of such certification but an exchanging Company Class A Unitholder is unable to complydo so, the Corporation Public Offering Entity or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Class A Unitholder the Class A Common Stock in accordance with Section 2.19.9, but subject to withholding as provided in Section 2.4(a9.12(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company UnitholderClass B Holder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder Class B Holder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, who has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation and the Company may, in the reasonable exercise of its discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Unitholder Class B Holder deliver to the Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)) or to provide any other applicable withholding certificate. In the event the Corporation or the Company has required delivery of such certification but an exchanging Company Unitholder Class B Holder is unable to comply, the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Unitholder Class B Holder the Class A Common Stock in accordance with Section 2.1, but subject to withholding as provided in Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax Tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes Taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Class A Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Class A Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Class A Unitholder deliver to the Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event the Corporation or the Company has required delivery of such certification but an exchanging Company Class A Unitholder is unable to complydo so, the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Class A Unitholder the Class A Common Stock in accordance with Section 2.19.9, but subject to withholding as provided in Section 2.4(a9.12(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company Clearway LLC shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyClearway LLC, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, without limitation, at its option withholding shares of Class A Common Stock or Class C Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the CompanyClearway LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company appropriate Clearway LLC Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of Clearway LLC and the Corporation and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Clearway LLC Unitholder deliver to the Corporation Clearway LLC or the CompanyCorporation, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-1.1445- 2(b). In the event Clearway LLC or the Corporation or the Company has required delivery of such certification but an exchanging Company Clearway LLC Unitholder is unable to complydo so, the Corporation or the Company, as the case may be, Clearway LLC shall nevertheless deliver or cause to be delivered to the exchanging Company Clearway LLC Unitholder the Class A Common Stock in accordance with Section 2.12.1 of this Agreement, but subject to potential withholding as provided in Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including at its option withholding shares of Class A Common Stock with a fair market value Fair Market Value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company UnitholderHolder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder Holder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, who has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation and the Company may, in the reasonable exercise of its discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Unitholder Holder deliver to the Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)) or to provide any other applicable withholding certificate. In the event the Corporation or the Company has required delivery of such certification but an exchanging Company Unitholder Holder is unable to comply, the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Unitholder Holder the Class A Common Stock in accordance with Section 2.1, but subject to withholding as provided in Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company Yield LLC shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyYield LLC, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, without limitation, at its option withholding shares of Class A Common Stock or Class C Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the CompanyYield LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company appropriate Yield LLC Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of Yield LLC and the Corporation and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Yield LLC Unitholder deliver to the Corporation Yield LLC or the CompanyCorporation, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event Yield LLC or the Corporation or the Company has required delivery of such certification but an exchanging Company Yield LLC Unitholder is unable to complydo so, the Corporation or the Company, as the case may be, Yield LLC shall nevertheless deliver or cause to be delivered to the exchanging Company Yield LLC Unitholder the Class A Common Stock in accordance with Section 2.12.1 of this Agreement, but subject to potential withholding as provided in Section 2.4(a). SECTION 3.1 Class A Common Stock and Class C Common Stock Sale. (a) In connection with any sale by the Corporation of one or more shares of Class A Common Stock or Class C Common Stock for cash, (a “Class A Common Stock Sale,” or a “Class C Common Stock Sale” respectively), the Corporation shall transfer the net cash proceeds from such sale (after deducting any underwriters’ discount and commissions and offering expenses payable by the Corporation) to Yield LLC. Yield LLC shall either (i) issue Class A Units (in the case of a Class A Common Stock Sale) or Class C Units (in the case of a Class C Common Stock Sale) to the Corporation, as the managing member of Yield LLC, in exchange for such net cash proceeds, or (ii) use such net cash proceeds to purchase Yield LLC Units from one or more Yield LLC Unitholders, in accordance with Section 3.2(b) of the Yield LLC Operating Agreement and in exchange for the delivery to the Corporation of a number of shares of Class B Common Stock or Class D Common Stock, as applicable, that is equal to the product of the number of Yield LLC Units purchased multiplied by the Exchange Rate (a “Yield LLC Unit Redemption”). Alternatively, the Corporation may purchase Class B Units with the cash proceeds of the sale of Class A Common Stock, or Class D Units with the cash proceeds of the sale of Class C Common Stock, directly from NRG (in which case the corresponding Class B Common Stock or Class D Common Stock held by NRG would be surrendered and cancelled), and such Class B Units or the Class D Units purchased by the Corporation would then immediately convert to Class A Units or Class C Units, as applicable. Upon the receipt of the shares of Class B Common Stock or Class D Common Stock specified in clause (ii) of this Section 3.1, the Corporation shall cause such shares to be cancelled. To the extent the Class B Common Stock or Class D Common Stock is settled through the facilities of the DTC, the subject Yield LLC Unitholder(s) will use their commercially reasonable efforts to deliver the shares of Class B Common Stock or Class D Common Stock deliverable to the Corporation in a Yield LLC Redemption, through the facilities of the DTC, to the account of the participant of the DTC designated by the Corporation. (b) Yield LLC, the Corporation and the participating Yield LLC Unitholder(s) shall bear their own expenses in connection with the consummation of any Class A Common Stock Sale, except that the Yield LLC shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Class A Common Stock Sale or Class C Common Stock Sale.

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company Yield LLC shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the CompanyYield LLC, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, without limitation, at its option withholding shares of Class A Common Stock or Class C Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the CompanyYield LLC, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property isproperty) are so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company appropriate Yield LLC Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of Yield LLC and the Corporation and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Yield LLC Unitholder deliver to the Corporation Yield LLC or the CompanyCorporation, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event Yield LLC or the Corporation or the Company has required delivery of such certification but an exchanging Company Yield LLC Unitholder is unable to complydo so, the Corporation or the Company, as the case may be, Yield LLC shall nevertheless deliver or cause to be delivered to the exchanging Company Yield LLC Unitholder the Class A Common Stock in accordance with Section 2.12.1 of this Agreement, but subject to potential withholding as provided in Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, at its option option, withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholding. (b) Notwithstanding anything to the contrary herein, each of the Corporation and the Company may, in the reasonable exercise of at its own discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Unitholder deliver to the Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b). In the event the Corporation or the Company has required delivery of such certification but an exchanging Company Unitholder is unable does not provide such certification to complythe Corporation or the Company, the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Unitholder the Class A Common Stock in accordance with Section 2.1, but subject to withholding as provided in Section 2.4(a).

Withholding; Certification of Non-Foreign Status. (a) If the Corporation or the Company shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Exchange, the Corporation or the Company, as the case may be, shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements, including including, at its option option, withholding shares of Class A Common Stock with a fair market value equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange, or requiring as a condition of any Exchange that the exchanging Unit holder tender to the Company an amount equal to the minimum amount of any taxes which the Corporation or the Company, as the case may be, may be required to withhold with respect to such Exchange. If the Corporation or the Company intends to withhold amounts (or property) deliverable in respect of any Exchange, (a) the Corporation or the Company (as applicable) (i) shall use commercially reasonable efforts to provide the applicable Holder with written notice of the Corporation’s or the Company’s (as applicable) intention to withhold such amount (or property) at least five days prior to such withholding and (ii) shall use commercially reasonable efforts to cooperate as reasonably requested to reduce or avoid such withholding obligation. To the extent that amounts are (or property is) so withheld by the Company or Corporation and paid over to the appropriate taxing authority, such withheld amounts (or property) shall be treated for all purposes of this Agreement as having been paid (or delivered) to the applicable Company Unitholder. The parties anticipate that, on the basis of current law, no federal income tax withholding would be required with respect to an Exchange by any Company Unitholder who is a “United States person” within the meaning of Section 7701(a)(30) of the Code and who, if required, has properly certified that such holder is not subject to federal backup withholdingHolder. (b) Notwithstanding anything to the contrary herein, each of the Corporation and the Company may, in the reasonable exercise of its discretion, require as a condition to the effectiveness of an Exchange that an exchanging Company Unitholder each Holder deliver to the Corporation or the Company, as the case may be, a certification of non-foreign status in accordance with Treasury Regulation Section 1.1445-2(b)duly completed and executed IRS Form W-9 and any other applicable certifications or documentation reasonably requested by the Corporation or the Company prior to an Exchange. In the event the Corporation or the Company has required delivery of such certification form but an exchanging Company Unitholder is unable to complya Holder does not provide such form, the Corporation or the Company, as the case may be, shall nevertheless deliver or cause to be delivered to the exchanging Company Unitholder Holder the Class A Common Stock or the Cash Payment in accordance with Section 2.1, but subject to withholding as provided in Section 2.4(a).