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 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 person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal Federal income tax Tax purposes (a “Non-US Lender”) shall shall, to the extent such Lender is legally able to do so, deliver to Administrative Agent for transmission to CompanyBorrower, 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 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 or W-8ECI E, W-8ECI, W-8EXP, W-8IMY and/or any other form prescribed by applicable law (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 Company 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 Federal income tax 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, if such Lender is providing a W-8IMY, if any beneficial owner that is not a United States person) is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) aboveCode, a Certificate Regarding Non re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN W‑8BEN or W-8BEN-E (or any successor form), properly completed and duly executed by such LenderLender or beneficial owner, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Lender or such beneficial owner is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal Federal income tax Tax with respect to any payments to such Lender or beneficial owner 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”) 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 Federal income tax Tax withholding matters pursuant to this Section 2.19(d2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or E, W-8ECI, W-8EXP, W-8IMY, W-9 and/or any other form prescribed by applicable law (or, in each case, any successor form), or a Certificate Regarding Non re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E (or 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 Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal Federal income tax Tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence. Without limiting Notwithstanding anything in this clause (c) to the foregoingcontrary, the completion, execution and submission of such documentation (other than Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX, W‑8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re 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 Bank Status) shall not be required to pay any additional amount if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any Non-US Lender under Section 2.19(b)(iii) if material unreimbursed cost or expense or would materially prejudice the legal or commercial position of 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 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. United States federal income tax purposes (a “Non-US U.S. Lender”) shall deliver to Administrative Agent for transmission to CompanyU.S. 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 upon request of U.S. Borrower or Administrative Agent 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 (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. 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 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, upon request of U.S. Borrower or Administrative Agent, 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-U.S. Lender shall not be required to deliver any form or statement pursuant to this Section 2.20(d) that such Non-U.S. Lender is not legally able to deliver. Each Lender required to deliver any forms, certificates or other evidence with respect to United States 68 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 U.S. Lender under Section 2.19(b)(iii) 2.20(b)(iii), unless such additional amounts are imposed as a result of the Lender becoming a Replacement Lender under Section 2.23, or designating a new lending office under Section 2.21, at the request of the Borrower, 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 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 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 person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US U.S. Lender”) shall shall, to the extent such Lender is legally entitled to do so, deliver to Company and Administrative Agent for transmission to CompanyAgent, 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 GS/Landec – Credit and Guaranty Agreement 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 E, W-8ECI, W-8EXP and/or W-8IMY (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 Code, Treasury Regulations, or other applicable law or reasonably requested by Company to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States U.S. federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) aboveCode, a U.S. Tax Compliance Certificate Regarding Non Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN, W-8BEN-E or W-8IMY (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 Company to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States U.S. federal income tax with respect to any payments to such Lender of interest payable under any of the Credit DocumentsDocuments or (iii) subject to, and only upon a Lender’s good faith determination that delivery will not expose such Lender to any adverse legal, commercial or tax consquences, executed copies of any other form prescribed by law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made. Each Lender that is 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 “U.S. Lender”) shall deliver to Administrative Agent and Company 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 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 U.S. 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 U.S. federal income tax withholding matters pursuant to this Section 2.19(d2.19(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate Regarding Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN, W-8BEN-E E, or W-8IMY (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 Company to confirm or establish that such Lender is not subject to deduction or withholding of United States U.S. 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 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 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 shall, to the extent such Lender is legally able to do so, deliver to Administrative Agent for transmission to CompanyBorrower, 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 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 or W-8ECI E, W-8ECI, W-8EXP, W-8IMY and/or any other form prescribed by applicable law (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 Company 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) aboveCode, a Certificate Regarding Non re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E E, as applicable (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Lender is not subject to (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”) 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 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 2.19(d2.20(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or E, W-8ECI, W-8EXP, W-8IMY, W-9 and/or any other form prescribed by applicable law (or, in each case, any successor form), or a Certificate Regarding Non re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E E, as the case may be (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company 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 Borrower 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 required by this Section 2.19(c), 2.20(c) or (2) to notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.20(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 Company 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. Notwithstanding anything in this clause (c) to the contrary, the completion, execution and submission of such documentation (other Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX, W-8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re Non-Bank Status) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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 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 shall, to the extent such Lender is legally able to do so, deliver to Administrative Agent for transmission to CompanyBorrower, 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 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 or W-8ECI E, W-8ECI, W-8EXP, W-8IMY and/or any other form prescribed by applicable law (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 Company 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) aboveCode, a Certificate Regarding Non re 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 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 2.19(d2.19(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or E, W-8ECI, W-8EXP, W-8IMY, W-9 and/or any other form prescribed by applicable law (or, in each case, any successor form), or a Certificate Regarding Non re 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 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 Company 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 Borrower 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 required by this Section 2.19(c), ) or (2) to notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(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 Borrower 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. Notwithstanding anything in this clause (c) to the contrary, the completion, execution and submission of such documentation (other Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX, W-8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re Non-Bank Status) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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 CompanyBorrower, 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 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-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate Regarding Non re 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 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. 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”) 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 2.19(d2.21(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8BEN or W-8ECIW-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 (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company 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 Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii2.21(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(c2.21(c), or (2) to notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.21(c) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c2.21(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 2.21 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a “United States Person 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 as amended (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“Code”), 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 U.S. Lender”) shall shall, to the extent such Lender is legally entitled to do so, 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 E, W-8ECI, W-8EXP and/or W-8IMY (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 Company or Administrative Agent to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or WEIL:\96958663\10\71605.0155 withholding of United States U.S. federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) aboveCode, a U.S. Tax Compliance Certificate Regarding Non Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN, W-8BEN-E or W- 8IMY (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 Company 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 U.S. 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 Code) for U.S. federal income tax purposes (a “U.S. Lender”) shall deliver to Administrative Agent and Company, as applicable, 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 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 U.S. 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 U.S. federal income tax withholding matters pursuant to this Section 2.19(d2.19(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or E, W-8ECI, W-8EXP, W-8IMY, and/or W-9 (or, in any case, any successor form), or a U.S. Tax Compliance Certificate Regarding Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN or W-8BEN, W-8BEN-E E, or W-8IMY (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 Company or the Administrative Agent to confirm or establish that such Lender is not subject to deduction or withholding of United States U.S. 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 this Section 2.19(b)(iii) 2.19 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(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. (i) Each Lender that is a United States Person (as such which term is defined in shall include Issuing Bank for purposes of this Section 7701(a)(302.19(e)) 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 Federal income tax purposes (a “Non-US U.S. Lender”) shall deliver to Borrowing Base Agent and Administrative Agent for transmission to CompanyBorrower, 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 Borrower or Borrowing Base Agent 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-8IMY or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to establish that such Lender is not subject to deduction or withholding of United States federal Federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit DocumentsDocuments or is subject to deduction or withholding at a reduced rate, 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 Borrower to establish that such Lender is not subject to deduction or withholding of United States federal 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 Federal income tax withholding matters pursuant to this Section 2.19(d2.19(e) 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 Borrowing Base Agent and Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E W-8IMY 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 Borrower to confirm or establish that such Lender is not subject to deduction or withholding of United States federal Federal income tax with respect to payments to such Lender under the Credit DocumentsDocuments or is subject to deduction or withholding at a reduced rate, or notify Borrowing Base Agent, Administrative Agent and Company 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 Nothing in this Section 2.19, “FATCA” 2.19 shall include any amendments made be construed 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 require a Lender, as applicable, nothing in this last sentence of Section 2.19(c) shall relieve Company of its obligation Agent or Participant to pay provide any additional amounts pursuant this Section 2.19 in the event that, as a result of any change in any applicable law, treaty forms or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender documentation that it is no longer properly not legally entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described hereinprovide.

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 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 Non‑U.S. Lender”) shall shall, to the extent such Lender is legally able to do so, deliver to Administrative Agent for transmission to CompanyBorrower, 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 Borrower or 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 E, W‑8ECI, W-8EXP, W-8IMY and/or any other form prescribed by applicable law (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 Company 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 the applicable Beneficial Owner is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) aboveCode, a Certificate Regarding Non Bank Status re Portfolio Interest Exemption together with two original copies of Internal Revenue Service Form W-8BEN or W‑8BEN, W-8BEN-E or other applicable Forms W-8 (or any successor forms), properly completed and duly executed by such Beneficial Owner, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Beneficial Owner 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 direct or indirect payments to such Beneficial Owner 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”) 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 copies of Internal Revenue Service Form W-9 (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 certifying that such U.S. Lender is not subject entitled to deduction or withholding of an exemption from United States federal income tax with respect to any payments backup withholding tax, or otherwise prove that it is entitled to such Lender of interest payable under any of the Credit Documentsan exemption. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d2.17(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company Borrower two new original copies of Internal Revenue Service Form W-8BENW‑8BEN, W-8BEN-E or W-8ECIE, W‑8ECI, W-8EXP, W-8IMY, W-9 and/or any other form prescribed by applicable law (or, in each case, any successor form), or a Certificate Regarding Non Bank Status re Portfolio Interest Exemption and two original copies of Internal Revenue Service Form W-8BEN or W‑8BEN, W-8BEN-E or other applicable Forms W-8 (or any successor formforms), as the case may be, properly completed and duly executed by such Lenderthe applicable Beneficial Owner, and such other documentation required under the Internal Revenue Code and reasonably requested by Company Borrower to confirm or establish that such Lender Beneficial Owner is not subject to deduction or withholding of United States federal income tax with respect to any direct or indirect payments to such Lender Beneficial Owner under the Credit Documents, or notify Administrative Agent and Company 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 No 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)(iii2.17(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(c), 2.17(c) or (2) to notify Administrative Agent and Company Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, provided if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c2.17(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(c2.17(c) shall relieve Company Borrower of its obligation to pay any additional amounts pursuant this Section 2.19 2.17 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. Notwithstanding anything in this clause (c) to the contrary, the completion, execution and submission of such documentation (other Internal Revenue Service Form W‑8BEN, W-8BEN-E, W‑8ECI, W-8EXP, W-8IMY or W-9 (or, in each case, any successor form) or a Certificate re Portfolio Interest Exemption) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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 not a “United States Person person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) shall (a “Non-US Lender”) shall, to the extent such Lender is legally entitled to do so, deliver to the Administrative Agent for transmission to Companythe Borrower and the Collateral Agent, on or prior to the Closing Initial Funding 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 Initial Funding Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), (i1) two original copies of Internal Revenue Service Form W-8BEN, W-8BEN-E or W-8ECI E, W-8ECI, W-8EXP and/or W-8IMY (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 Company the Borrower or the Collateral Agent to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States U.S. federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Transaction Documents, or (ii2) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) aboveCode, a U.S. Tax Compliance Certificate Regarding Non Bank Status together with two original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E 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 reasonably requested by Company the Borrower or the Collateral Agent to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States U.S. federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Transaction Documents. Each Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) (a “U.S. Lender”) shall deliver to the Administrative Agent, the Collateral Agent and the Borrower on or prior to the Initial Funding Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two 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 U.S. federal 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 U.S. federal income tax withholding matters pursuant to this Section 2.19(d2.15(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence expired, obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to Company the Borrower and the Collateral Agent two new original copies of Internal Revenue Service Form W-8BENW 0XXX, W-8BEN-E or W-8ECIX 0XXX X, X 0XXX, X-0XXX, W-8IMY and/or W-9 (or, in each case, any successor form), or a U.S. Tax Compliance Certificate Regarding Non Bank Status and two original copies of Internal Revenue Service Form W-8BEN W 8BEN or W-8BEN-W 8BEN E or W 8IMY (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 Company the Borrower or the Collateral Agent to confirm or establish that such Lender is not subject to deduction or withholding of United States U.S. federal income tax with respect to payments to such Lender under the Credit Transaction Documents, or notify the Administrative Agent, the Collateral Agent and Company the Borrower of its inability to deliver any such forms, certificates or other evidence. Without limiting the foregoing, each Non-US Each Lender shall comply with any certification, documentation, information or other reporting necessary to establish relief or an exemption from withholding under FATCA and shall also provide any other documentation reasonably requested by Credit Party form or Administrative Agent sufficient for certificate that would allow the Credit Party and Administrative Agent Borrower to comply with their obligations under FATCA and make payments at a reduced rate of, or without, withholding Tax, to determine the extent that such Non-US Lender has complied with is reasonably able to provide such applicable reporting requirementsform or certificate. For purposes of this Section 2.19, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Company The Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii2.15(b)(3) 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 required by 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 herein2.15(c).