Common use of Pursuant to the provisions of Section Clause in Contracts

Pursuant to the provisions of Section. 11.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6, 2015, among Black Hills Corporation, a South Dakota Corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Black Hills Corp /Sd/)

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Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation obligations in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationobligations, (iii) with respect such participationto the extension of credit pursuant to the Loan Agreement, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (vi) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States of the undersigned or of any of its direct or indirect partners/members that is claiming the portfolio interest exemption. The undersigned has furnished its participating Bank the Security Trustee and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank the Borrower and the Security Trustee, and (2) the undersigned shall have at all times furnished such Bank the Borrower and the Security Trustee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: ____________________________________ Name: Title: Date: _________________ ____, 20[ ____ Exhibit 10.1 EXHIBIT H [Reserved.] Exhibit 10.1 EXHIBIT G-4 I [FORM OFReserved.] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made Exhibit 10.1 Final Form EXHIBIT J Form of Aircraft Security Agreement [See Exhibit B to the Bridge Term Loan Credit Framework Agreement.] 1002398176v7 Exhibit 10.1 Exhibit B to the Framework Agreement FORM OF AIRCRAFT SECURITY AGREEMENT Framework Agreement Exhibit 10.1 Final Form FORM OF AIRCRAFT SECURITY AGREEMENT AIRCRAFT SECURITY AGREEMENT (N[●]) dated as of August 6[●], 201520[●] between SPIRIT AIRLINES, among Black Hills CorporationINC. and WILMINGTON TRUST COMPANY as Security Trustee Financing in Respect of One Airbus A32[●]-23[●] Aircraft Generic Model A32[●]-200 U.S. Registration No. [●] Aircraft Security Agreement (N●) Exhibit 10.1 TABLE OF CONTENTS Article I DEFINITIONS Section 1.1.....................................................................Certain Definitions2 Article II SECURITY Section 2.1.......................................................................Grant of Security2 Article III COVENANTS OF THE COMPANY Section 3.1...........................................................................................Liens6 Section 3.2........Possession, a South Dakota Corporation (the “Borrower”)Operation and Use, Maintenance, Registration and Performance of Obligations under Basic Agreements8 Section 3.3............................................Inspection; Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).Financial Information17

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

Pursuant to the provisions of Section. 11.1 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form) E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form) E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-4 K-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6November 18, 20152021, among Black Hills CorporationAllegion Public Limited Company and Allegion US Holding Company Inc., a South Dakota Corporation (as Borrowers, the “Borrower”); Credit Suisse AGGuarantors from time to time party thereto, Cayman Islands Branch; the Banks and the financial institutions Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Pursuant to the provisions of Section. 11.1 10.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Bank the Administrative Agent and the Borrowing Agent with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank the Borrowing Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Bank the Borrowing Agent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: :___________________________________ Name: Title: Date: [________ __, 20[ __] EXHIBIT G-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE Schedule 1 Commitments Name of Lender Domestic Revolving Credit Commitment (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax PurposesFacility CUSIP #00000XXX0) Reference is hereby made to the Bridge Term Loan Multicurrency Revolving Credit Agreement dated as Commitment (Facility CUSIP #00000XXX0) Fifth Third Bank $25,000,000.02 $17,499,999.98 Bank of August 6America, 2015N.A. $28,333,333.33 $14,166,666.67 KeyBank National Association $15,000,000.00 $7,500,000.00 Sovereign Bank, among Black Hills CorporationN.A. $15,000,000.00 $7,500,000.00 Xxxxx Fargo Bank, a South Dakota Corporation (the “Borrower”); Credit Suisse AGN.A. $15,000,000.00 $7,500,000.00 Citibank, Cayman Islands Branch; N.A. $13,333,333.33 $6,666,666.67 Citizens Bank of Pennsylvania $13,333,333.33 $6,666,666.67 Compass Bank $13,333,333.33 $6,666,666.67 HSBC Bank USA, N.A. $13,333,333.33 $6,666,666.67 PNC Bank, National Association $13,333,333.33 $6,666,666.67 Capital One, National Association $10,000,000.00 $5,000,000.00 Branch Banking and the financial institutions from time to time party thereto (as the same may be amendedTrust Company $8,333,333.33 $4,166,666.67 Comerica Bank $6,666,666.67 $3,333,333.33 First Niagara Bank, supplemented or otherwise modified from time to time, the “Credit Agreement”).N.A. $10,000,000.00 $0 Total $200,000,000.00 $100,000,000 Schedule 1.1

Appears in 1 contract

Samples: Credit Agreement (Globe Specialty Metals Inc)

Pursuant to the provisions of Section. 11.1 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Bank the Administrative Agent and the U.S. Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form) E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form) E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank the U.S. Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Bank the U.S. Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTBANK] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6, 2015, among Black Hills Corporation, a South Dakota Corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).:

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation obligations in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationobligations, (iii) with respect such participationto the extension of credit pursuant to the Loan Agreement, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (vi) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States of the undersigned or of any of its direct or indirect partners/members that is claiming the portfolio interest exemption. The undersigned has furnished its participating Bank the Security Trustee and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the 1000301987v14 undersigned shall promptly so inform such Bank the Borrower and the Security Trustee, and (2) the undersigned shall have at all times furnished such Bank the Borrower and the Security Trustee with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: ____________________________________ Name: Title: Date: _________________ ____, 20[ ____ 1000301987v14 EXHIBIT H [Reserved.] 1000301987v14 Exhibit 10.1 EXHIBIT G-4 I [FORM OFReserved.] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made 1000301987v14 Exhibit 10.1 EXHIBIT J Form of Aircraft Security Agreement [See Exhibit B to the Bridge Term Loan Credit Framework Agreement.] 1000301987v14 Exhibit 10.1 EXHIBIT K Form of Intercreditor Agreement [See Exhibit C to the Framework Agreement.] 1000301987v14 Exhibit B to the Framework Agreement FORM OF AIRCRAFT SECURITY AGREEMENT 1000319295v12 Framework Agreement Exhibit 10.1 FORM OF AIRCRAFT SECURITY AGREEMENT AIRCRAFT SECURITY AGREEMENT (N[●]) dated as of August 6[●], 201520[●] between SPIRIT AIRLINES, among Black Hills Corporation, a South Dakota Corporation INC. and WILMINGTON TRUST COMPANY as Security Trustee Financing in Respect of One Airbus A32[●]-232 Aircraft Generic Model A32[●]-200 U.S. Registration No. [●] Aircraft Security Agreement (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).N●) 24093720v16 Exhibit 10.1 TABLE OF CONTENTS

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (vi) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States of the undersigned or of any of its direct or indirect partners/members that is claiming the portfolio interest exemption. The undersigned has furnished its participating Bank Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank Lender and (2) the undersigned shall have at all times furnished such Bank 1000301987v14 Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: ____________________________________ Name: Title: Date: _________________ ____, 20[ ] ____ 1000301987v14 Exhibit 10.1 EXHIBIT G-4 [FORM OF] OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6[__], 201520[14], by and among Black Hills CorporationSPIRIT AIRLINES, INC., a South Dakota Corporation Delaware corporation (the “Borrower”); Credit Suisse AG, Cayman Islands BNP PARIBAS, acting through its New York Branch; , NATIXIS, S.A., acting through its New York Branch, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE and the financial institutions from time to time party thereto KFW IPEX-BANK GMBH, as original senior lenders (as the same may be amendedin such capacity, supplemented or otherwise modified from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementSenior Lenders”), BNP PARIBAS, acting through its New York Branch, in its capacity as agent for the Senior Lenders (in such capacity, together with its successors and permitted assigns, the “Senior Facility Agent”), INVESTEC BANK PLC, as original junior lender (in such capacity, together with its successors and permitted assigns, the “Junior Lenders”), INVESTEC BANK PLC, in its capacity as agent for the Junior Lenders (in such capacity, together with its successors and permitted assigns, the “Junior Facility Agent”), NATIXIS, S.A., acting through its New York Branch, in its capacity as documentation agent for the Senior Lenders (in such capacity, together with its successors and permitted assigns, the “Documentation Agent”), and Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “Security Trustee”).

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

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Pursuant to the provisions of Section. 11.1 2.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Bank the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Bank the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: DateDATE: ________ __, 20[ ] EXHIBIT G-4 [FORM OF] SCHEDULE 1.1 COMMITMENTS LENDER TRANCHE TERM COMMITMENT Hercules Capital, Inc. Tranche I $ 25,000,000 Hercules Capital, Inc. Tranche II $ 5,000,000 Hercules Capital, Inc. Tranche III $ 10,000,000 TOTAL COMMITMENTS $ 40,000,000 Schedule 1: Subsidiaries Loan Party/Subsidiary Ownership Plug Power Canada Inc., a corporation incorporated in British Columbia Plug Power Inc.- 100% Plug Power Holding Inc., a Delaware corporation Plug Power Inc.- 100% Hypulsion U.S. TAX COMPLIANCE CERTIFICATE Holding, Inc., a Delaware corporation Plug Power Inc.- 100% Hypulsion SAS (For Foreign Banks That Are Partnerships For Plug Power Europe), a société par actions simplifiée Hypulsion U.S. Federal Income Tax Purposes) Reference is hereby made Holding, Inc. - 100% Emerging Power Inc., a Delaware corporation Plug Power Inc.- 100% Emergent Power Inc., a Delaware corporation Emerging Power Inc. – 100% Plug Power Capital Inc., a Delaware corporation Plug Power Inc.- 100% H Power Corp., a Delaware corporation Plug Power Inc.- 100% Schedule 1A: Existing Permitted Indebtedness Lease Agreement between Plug Power Inc. and 000 Xxxxxx Xxxxxx Xxxx Associates, LLC dated as of January 24, 2013. Schedule 1B: Existing Permitted Investments See Schedule 1. Schedule 1C: Existing Permitted Liens Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Plug Power Inc. NMHG Financial Services, Inc. UCC 9/15/11 20113547414 DE – SOS All of the equipment now or hereafter leased by Lessor to Lessee; and all accessions, additions, replacements, and substitutions thereto and therefore; and all proceeds including insurance proceeds thereof. Plug Power Inc. Manufacturers and Traders Trust Company UCC 7/2/14 20142617645 DE – SOS All of Lessee’s right, title and interest in and to the Bridge Term Loan Credit Equipment (equipment listed on Schedule A thereto – (8) pages) Plug Power Inc. Manufacturers and Traders Trust Company UCC 9/29/14 20143894292 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (equipment listed on Schedule A thereto – (8) pages) Plug Power Inc. Manufacturers and Traders Trust Company UCC 9/29/14 20143894334 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (equipment listed on Schedule A thereto – (8) Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral pages) Plug Power Inc. Manufacturers and Traders Trust Company UCC 10/3/14 20143990470 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (equipment listed on Schedule A thereto – (3) pages) Plug Power Inc. Manufacturers and Traders Trust Company UCC 10/3/14 `20143990637 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (equipment listed on Schedule A thereto – (1) page) Plug Power Inc. Manufacturers and Traders Trust Company UCC 12/19/14 20145179460 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (equipment listed on Schedule A thereto – (1) page) Plug Power Inc. Manufacturers and Traders Trust Company UCC 12/19/14 20145179551 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (equipment listed on Schedule A thereto – (3) pages) Plug Power Manufacturers and Traders UCC 12/22/14 20145207543 DE – SOS 5 Hydrogen Fuel Cell Units Model 2420-36; 5 Hydrogen Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Inc. Trust Company Fuel Cell Units Model 0000-00X Plug Power Inc. Manufacturers and Traders Trust Company UCC 12/22/14 20145207550 DE – SOS 1 Hydrogen Fuel Cell Units Model 2310-36; 1 Hydrogen Fuel Cell Units Model 0000-00X Plug Power Inc. Manufacturers and Traders Trust Company UCC 12/22/14 20145207592 DE – SOS 1 Hydrogen Fuel Cell Units Model 0000-00X Plug Power Inc. Manufacturers and Traders Trust Company UCC 4/1/15 20151379642 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (meaning units of personal property described on Equipment Schedule 009 dated March 31, 2015, to Master Equipment Lease dated June 30, 214) together with any and all proceeds of the Equipment or other tangible and intangible property of Lessee resulting from the sale or other disposition of the Equipment. Plug Power Manufacturers and Traders UCC 4/1/15 20151379816 DE – SOS All of Lessee’s right, title and Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Inc. Trust Company interest in and to the Equipment (meaning units of personal property described on Equipment Schedule 010 dated March 31, 2015, to Master Equipment Lease dated June 30, 214) together with any and all proceeds of the Equipment or other tangible and intangible property of Lessee resulting from the sale or other disposition of the Equipment. Plug Power Inc. Manufacturers and Traders Trust Company UCC 4/1/15 20157379857 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (meaning units of personal property described on Equipment Schedule 011 dated March 31, 2015, to Master Equipment Lease dated June 30, 214) together with any and all proceeds of the Equipment or Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral other tangible and intangible property of Lessee resulting from the sale or other disposition of the Equipment. Plug Power Inc. Manufacturers and Traders Trust Company UCC 6/26/15 20152769254 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (meaning units of personal property described on Equipment Schedule 012 dated June 26, 2015, to Master Equipment Lease dated June 30, 214) together with any and all proceeds of the Equipment or other tangible and intangible property of Lessee resulting from the sale or other disposition of the Equipment. Plug Power Inc. Manufacturers and Traders Trust Company UCC 6/30/15 20152824422 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (meaning units of personal property described on Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Equipment Schedule 013 dated June 30, 2015, to Master Equipment Lease dated June 30, 214) together with any and all proceeds of the Equipment or other tangible and intangible property of Lessee resulting from the sale or other disposition of the Equipment. Plug Power Inc. PNC Energy Capital LLC UCC 7/21/15 20153150488 DE – SOS All Debtor’s right, title and interest in, to and under the amounts on deposit in the Collection Account and all of the Assigned Rights, including any proceeds (in the form of cash, property or otherwise) therefrom or relating thereto. Plug Power Inc. PNC Energy Capital LLC UCC 7/21/15 20153150587 DE – SOS Equipment listed on Schedule A thereto Plug Power, BB&T EFC Energy, LLC UCC 9/9/15 20153949830 DE-SOS Leased Equipment and systems; Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Inc. subleases, chattel paper, accounts, security deposits and general intangibles relating to Leased Equipment; cash comprising the security deposit; Debtor’s right, title and interest in PPA. Equipment schedule attached thereto. Plug Power, Inc. BB&T EFC Energy, LLC UCC 9/29/15 20154382890 DE-SOS Leased Equipment and systems; subleases, chattel paper, accounts, security deposits and general intangibles relating to Leased Equipment; cash comprising the security deposit; Debtor’s right, title and interest in PPA. Equipment schedule attached thereto. Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Plug Power, Inc. BB&T EFC Energy, LLC UCC 12/16/15 20156066756 DE-SOS Leased Equipment and systems; subleases, chattel paper, accounts, security deposits and general intangibles relating to Leased Equipment; cash comprising the security deposit; Debtor’s right, title and interest in PPA. Equipment schedule attached thereto. Plug Power Inc. Xxxxx Fargo Equipment Finance, Inc. UCC 12/18/15 20156137383 DE – SOS Collateral Description Attached – various pieces of equipment together with all accessories, accessions, attachments, whether now owned or hereafter acquired, and all substitutions, renewals replacements and improvements thereto, together with the proceeds thereof. Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Plug Power Inc. Xxxxx Fargo Equipment Finance, Inc. UCC 12/18/15 20156137581 DE – SOS All the Debtor’s right, title and interest in, to and under all of the Assigned Rights, including any proceeds (in the form of cash, property or otherwise) therefrom or relating thereto. Plug Power, Inc. BB&T EFC Energy, LLC UCC 12/28/15 20156290265 DE-SOS Equipment and systems; subleases, chattel paper, accounts, security deposits and general intangibles relating to Leased Equipment; cash comprising the security deposit; Debtor’s right, title and interest in PPA. Equipment schedule attached thereto. Plug Power Inc. Manufacturers and Traders Trust Company UCC 12/31/15 20156363278 DE – SOS All of Lessee’s right, title and interest in and to the Equipment (meaning units of personal property described on Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Equipment Schedule 014 dated December 31, 2015, to Master Equipment Lease dated June 30, 214) together with any and all proceeds of the Equipment or other tangible and intangible property of Lessee resulting from the sale or other disposition of the Equipment. Plug Power Inc. Manufacturers and Traders Trust Company UCC 12/31/15 20156363385 DE – SOS All of Debtor’s right, title and interest in and to, but not its obligations under, (a) Exhibit F-5 dated, as of December 21, 2015 (the “Sublease Schedule”), to Master Lease Agreement dated as of August 6June 30, 2014, each by and between Debtor and Volkswagen Group of America Chattanooga Operations, LLC, and (b) the Master Sublease, Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral solely as it relates to the Sublease Schedule. Plug Power Inc. Xxxxx & Xxxxxx, Inc. UCC 1/4/16 20160022630 DE – SOS All of Debtor’s rights to that certain escrow reserve account, all funds contained therein and proceeds thereof maintained with Wilmington Trust, National Association, as Escrow Agent, as security for Debtor’s performance of Debtor’s services under that certain Genkey Agreement between Debtor and Secured Party dated May 27, 2015, as amended, pursuant to that certain Master Escrow Agreement dated December 22, 2015 by and among Black Hills CorporationDebtor, Secured Party, Manufacturers and Traders Trust Company, and Wilmington Trust, National Debtor Name Secured Party Type of Search Date Filed File Number Jurisdiction Collateral Association, as Escrow Agent. Plug Power Inc. Harbor Capital, LLC UCC 1/11/2016 20160197762 DE – SOS All present and future Goods leased by Harbor Capital, LLC to Plug Power, Inc., including, but not limited to the listed equipment thereto and related equipment, and any replacement, substitution, etc. Equipment Description listed in Attachment A thereto. Schedule 5.3: Consents, Etc. None. Schedule 5.5: Actions Before Governmental Authorities None. Schedule 5.8: Tax Matters None. Schedule 5.9: Intellectual Property Claims None. Schedule 5.10: Intellectual Property None. Schedule 5.11: Borrower Products None. Schedule 5.14: Capitalization Loan Party/Subsidiary Ownership Plug Power Inc., a South Dakota Corporation Delaware corporation Publicly owned Plug Power Canada Inc., a corporation incorporated in British Columbia Plug Power Inc.- 100% Plug Power Holding Inc., a Delaware corporation Plug Power Inc.- 100% Hypulsion U.S. Holding, Inc., a Delaware corporation Plug Power Inc.- 100% Hypulsion SAS (the “Borrower”Plug Power Europe); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as the same may be amendeda société par actions simplifiée Hypulsion U.S. Holding, supplemented or otherwise modified from time to timeInc. - 100% Emerging Power Inc., the “Credit Agreement”).a Delaware corporation Plug Power Inc.- 100% Emergent Power Inc., a Delaware corporation Emerging Power Inc. – 100% Plug Power Capital Inc., a Delaware corporation Plug Power Inc.- 100% H Power Corp., a Delaware corporation Plug Power Inc.- 100% Schedule 5.16: Project Matters

Appears in 1 contract

Samples: Loan and Security Agreement

Pursuant to the provisions of Section. 11.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Bank the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Bank the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTBANK] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-4 H-1 FORM OF OPINION OF FAEGRE XXXXX XXXXXXX LLP [FORM OFSee attached] U.S. TAX COMPLIANCE CERTIFICATE _________ __, 20__ Credit Suisse AG, Cayman Islands Branchas Administrative AgentEleven Madison AvenueNew York, New York 10010 Each of the Banks who are parties tothe Credit Agreement referredto below as of the date hereof Ladies and Gentlemen: We have acted as special counsel for Black Hills Corporation, a South Dakota corporation (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the “Borrower”), in connection with that certain Bridge Term Loan Credit Agreement Agreement, dated as of the date hereof (the “Credit Agreement”), dated as of August 6, 2015, among Black Hills Corporationthe Borrower, a South Dakota Corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (the “Banks”) and Credit Suisse AG, Cayman Islands Branch, as the same may be amended, supplemented or otherwise modified from time to timeAdministrative Agent for the Banks (in such capacity, the “Administrative Agent”). This opinion is delivered pursuant to Section 6.2(c)(iii)(A) of the Credit Agreement”).. Capitalized terms used and not otherwise defined herein have the meanings ascribed to those terms in the Credit Agreement. We have made such examination of law and facts as we have deemed necessary as a basis for our opinions set forth below. In connection with such examination, we have reviewed originals or facsimile or electronic copies of the following documents, each dated as of the date hereof (unless otherwise noted):

Appears in 1 contract

Samples: Credit Agreement (Black Hills Corp /Sd/)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (vi) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States of the undersigned or of any of its direct or indirect partners/members that is claiming the portfolio interest exemption. The undersigned has furnished its participating Bank Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor form) entity), as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank Lender and (2) the undersigned shall have at all times furnished such Bank Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: ____________________________________ Name: Title: Date: _________________ ____, 20[ ] ____ Exhibit 10.1 EXHIBIT G-4 [FORM OF] OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6[●], 201520[●], by and among Black Hills CorporationSPIRIT AIRLINES, INC., a South Dakota Corporation Delaware corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; BNP PARIBAS, SUMITOMO MITSUI BANKING CORPORATION, SUMITOMO MITSUI BANK TRUST, LIMITED, NEW YORK BRANCH and the financial institutions from time to time party thereto BANCO DE SABADELL, S.A., MIAMI BRANCH, as original lenders (as the same may be amendedin such capacity, supplemented or otherwise modified from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementLenders”), BNP PARIBAS, in its capacity as agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Facility Agent”), and Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “Security Trustee”).

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

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