Federal Income Tax Purposes. Reference is hereby made to the Second Lien Credit Agreement dated as of October 19, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among DGK ORRI Holdings, LP (“Borrower”), the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Energy Capital, Inc., as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 3.01 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT G-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE
Federal Income Tax Purposes. The Seller intends to treat the transactions contemplated under this Agreement as a sale of the Receivables to the Trust for federal income tax purposes, subject to the retention by the Seller of a stripped coupon therein as described in Section 1286 of the Code. The Seller and the Trustee intend to cause to be filed all returns or reports in a manner consistent with such treatment.
Federal Income Tax Purposes. Reference is hereby made to the Second Lien Credit Agreement dated as of October 19, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among DGK ORRI Holdings, LP (“Borrower”), the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Energy Capital, Inc., as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 3.01 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the 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 Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to 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 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 Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Administrative Agent and 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 (ii) an IRS Form W- 8IMY accompanied by an IRS Form W-8BEN 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 Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished Borrower and 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 Agreement and used herein shall have the meanings given to them in the Agreement. [...
Federal Income Tax Purposes. The Combined Company intends to continue operating in a manner that it believes will allow it to qualify as a REIT for U.S. federal income tax purposes under the Code following the Mergers. The closing of the Mergers is conditioned on the receipt by Healthpeak of an opinion of Physicians Realty Trust’s counsel to the effect that, commencing with Physicians Realty Trust’s taxable year ended December 31, 2015 and through the Company Merger Effective Time, Physicians Realty Trust has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and on the receipt by Physicians Realty Trust of an opinion of Healthpeak’s counsel to the effect that, commencing with Healthpeak’s taxable year ended December 31, 2015, Healthpeak has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and Healthpeak’s proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year that includes the Company Merger Effective Time and future taxable years. The foregoing REIT opinions, however, are limited to the factual representations provided by Healthpeak and Physicians Realty Trust to counsel and the assumptions set forth therein, and are not a guarantee that Healthpeak or Physicians Realty Trust has, in fact, qualified, or that the Combined Company will continue to qualify, as a REIT. Moreover, such opinions are not binding on the IRS, and neither Healthpeak nor Physicians Realty Trust has requested or plans to request a ruling from the IRS that it or the Combined Company qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations is greater in the case of a REIT, like Healthpeak and Physicians Realty Trust, that holds assets through a partnership. The determination of various factual matters and circumstances not entirely within Healthpeak’s and Physicians Realty Trust’s control may affect their ability to qualify as REITs. In order to qualify as a REIT, each of Healthpeak and Physicians Realty Trust must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Als...
Federal Income Tax Purposes. The Seller intends to treat the transactions contemplated under this Agreement as a sale of the Receivables to the Trust for federal income tax purposes, subject to the retention by the Seller of a stripped coupon therein as described in Section 1286 of the Code. The Seller intends to cause to be filed all returns or reports in a manner consistent with such treatment. In addition, the Seller intends to treat each other trust created under the Amended and Restated Master Trust Agreement as an entity separate from the Trust for federal income tax purposes. Further, the Seller intends to treat the Reserve Fund as property separate from any interest in any trust the Seller may acquire, including but not limited to any interest in the Excess Receipts.
Federal Income Tax Purposes. As a condition to granting its consent to a transfer of a Class A-R Certificate, the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, shall require the proposed transferee of such Certificate (including, in the case of the initial issuance of the Class A-R Certificate, the initial Holder thereof) to execute a letter and affidavit substantially in the form attached hereto as Exhibit K and shall require the proposed transferor (other than in the case of the transfer to the initial holder) of such Certificate to execute a letter substantially in the form attached hereto as Exhibit K-1. In the absence of a contrary instruction from the transferor of such Certificate, declaration (11) in the affidavit in Exhibit K may be left blank. If the transferor requests by written notice to the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, prior to the date of the proposed transfer that one of the two other forms of declaration (11) of such affidavit be used, then the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, shall require that such form of declaration (11) be included in such affidavit. As a condition to the granting of the consent referred to in this Section 4.02(i), prior to the transfer, sale, pledge, hypothecation or other disposition of the Class A-R Certificate or any interest therein, the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee shall require that (1) the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, its taxpayer identification number and state, under penalties of perjury that such number is the social security or employer identification number, as the case may be, of the transferee or provide an affidavit under penalties of perjury stating that as of the date of such transfer such transferee is not and has no intention of becoming a Disqualified Organization; (2) the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, an affidavit stating (i) that such transferee is not acquiring such Class A-R Certificate as an agent, broker, nominee, or middleman for a Disqualified Organization, (ii) if the Class A-R Certificate is a "non-economic residual interest" within the meaning of Treas. Reg. ss.1.860E-1(c)(2), (X) that no purpose of the acquisition of the Class A-R Certificate is to avoid or impede the assessment or collection of tax, (Y) that such transferee...
Federal Income Tax Purposes. The Seller intends to treat the transactions contemplated under this Agreement as a sale of the Receivables to the Trust for federal income tax purposes, subject to the retention by the Seller of a stripped coupon therein as described in Section 1286 of the Code. The Seller intends to cause to be filed all returns or reports in a manner consistent with such treatment. In addition, the Seller intends to treat each other trust created under the Master Trust Agreement as an entity separate from the Trust for federal income tax purposes. Further, the Seller intends to treat the Reserve Fund as property separate from any interest in any trust the Seller may acquire, including but not limited to any interest in the Excess Receipts.
Federal Income Tax Purposes. The notes will be issued with original issue discount (“OID”) for U.S. federal income tax purposes. Accordingly, U.S. holders (as defined in “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders”), whether on the cash or accrual method of accounting, generally will be required for U.S. federal income tax purposes to include such OID in gross income (as ordinary income) as it accrues on a constant yield to maturity basis in advance of receipt of any payment on the notes to which the income is attributable. See “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders—Original Issue Discount.”” The following information will replace the entire section titled “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders—Taxation of Interest”: “Taxation of Stated Interest Stated interest on the notes is taxed to you as ordinary income: • when it accrues, if you use the accrual method of accounting for U.S. federal income tax purposes; or • when you receive it, if you use the cash method of accounting for U.S. federal income tax purposes.” The following information will be inserted immediately after “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders—Taxation of Interest”: “Original Issue Discount The notes will be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes. The amount of OID on a note will generally be equal to the excess of the stated redemption price of such note (i.e., the sum of the payments under the note other than payments of qualified stated interest, which is generally stated interest unconditionally payable at least annually), over its “issue price” (as defined above). As such, a U.S. holder generally must include in taxable income for any particular taxable year the “daily portion” of the OID that accrues on the note for each day during the taxable year on which the U.S. holder holds the note, in addition to stated interest and whether the U.S. holder reports on the cash or accrual basis of accounting for U.S. federal income tax purposes. Thus, the U.S. holder will be required to include OID in income in advance of the receipt of the cash to which such OID is attributable. The daily portion is determined by allocating to each day of an accrual period a pro rata portion of the OID allocable to such accrual period. The amount of OID that will accrue during an accrual period other than the final accrual period is the product of the “adjusted issue price” of t...
Federal Income Tax Purposes. Lessee agrees to indemnify Lessor pursuant to the Lease for any claims, losses, costs, damages, and expenses, of whatsoever kind and nature, including legal fees, resulting from Lessee's breach of the above representation and certification. NOTICE TO LESSEE: WARNING:
Federal Income Tax Purposes. The exchange of INXN shares for shares of DLR common stock and any cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. In addition, the exchange of INXN shares for any shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) pursuant to the post-offer reorganization will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. Each U.S. holder of INXN shares will generally be required to include in taxable income the excess of the fair market value of any DLR common stock or cash received in the offer or the post-offer reorganization (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) over such holder’s tax basis in the INXN shares exchanged. See the information under “The Offer — Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares” beginning on page 79 for a discussion of material U.S. federal income tax consequences of the offer and the post-offer reorganization to U.S. holders of INXN shares. Non-U.S. holders of INXN shares should consult their tax advisors regarding the tax consequences of the offer and the post-offer reorganization to such holders.
