Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents party thereto. Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial 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) 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: ____________________________ Name: ______________________ Title: ______________________ Date: ________, 20[ ] (For Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 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 Credit Agreement, neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of its partners/members 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 the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. 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. In the case of a Participant that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Participant’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 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 partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of its partners/members 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 Lender 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. In the case of a Participant that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Participant’s owner for U.S. federal income tax purposes. 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 LENDER] By: ___________________________ Name: ____________________ Title: ____________________ Date: ___________, 20[ ] Lender Commitment Xxxxx Fargo Bank, National Association $125,000,000.00 PNC Bank, National Association $125,000,000.00 U.S. Bank National Association $125,000,000.00 Total $375,000,000.00 0682 Aurora, CO 0816 Xxxx Xxxxx, XX 0078 Timonium, MD 1376A Ellicott City, MD 1377A Clacxxxxx, XX 0000 Xxxxxx, XX 0018 Gresxxx, XX 0000 Xxxxxxxxxxx, XX 0072 Cornelius, NC 1692 Humble, TX 1692 Humble, TX 1765 Xxxxxxxx, XX XX Xxxxxx Xxxx Xxxx Xxxxx, XX
Appears in 1 contract
Samples: Loan Agreement (Kimco Realty Corp)
Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER Reference is hereby made to the Term Loan Credit Agreement dated as of April 1January [ ], 2020 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoSELECT INCOME REIT (the “Borrower”), each of the Lenders from time to time party theretofinancial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents party parties thereto. Pursuant to the provisions of Section 2.12 3.10. of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial 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) 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or businessCode. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent Agent, and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: ____________________________ Name: ______________________ Title: ______________________ Date: ________, 20[ ] (For Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 20 Reference is hereby made to the Term Loan Credit Agreement dated as of April 1January [ ], 2020 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoSELECT INCOME REIT (the “Borrower”), each of the Lenders from time to time party theretofinancial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 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 Credit Agreement, neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business3.10. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of its partners/members 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 the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . 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 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. In the case of a Participant that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Participant’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] 20 Reference is hereby made to the Term Loan Credit Agreement dated as of April 1January [ ], 2020 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoSELECT INCOME REIT (the “Borrower”), each of the Lenders from time to time party theretofinancial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 3.10. 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, 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, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 such Lender 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. In Unless otherwise defined herein, terms defined in the case Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: , 20 Reference is hereby made to the Credit Agreement dated as of a Participant that is a disregarded entity for U.S. federal income tax purposesJanuary [ ], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SELECT INCOME REIT (the “Borrower”), each of the above certifications financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and representations the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit Agreement, the undersigned hereby certifies that (i) it is given 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 person treated 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 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such Participantpartner’s/member’s owner for U.S. federal income tax purposesbeneficial 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished 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 LENDER] By: ___________________________ Name: ____________________ Title: ____________________ Date: ___________, 2020 Reference is made to the Credit Agreement dated as of January [ ] Lender Commitment ], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SELECT INCOME REIT, a Maryland real estate investment trust (the “Borrower”), each of the financial institutions initially a signatory thereto and their assignees under Section 12.5. thereof (collectively, the “Lenders”), Xxxxx Fargo Bank, National Association $125,000,000.00 PNC BankAssociation, National Association $125,000,000.00 U.S. as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Credit Agreement. Pursuant to Section 8.3. of the Credit Agreement, the undersigned hereby certifies to the Administrative Agent, the Issuing Bank National Association $125,000,000.00 Total $375,000,000.00 0682 Aurora, CO 0816 Xxxx Xxxxx, XX 0078 Timonium, MD 1376A Ellicott City, MD 1377A Clacxxxxx, XX 0000 Xxxxxx, XX 0018 Gresxxx, XX 0000 Xxxxxxxxxxx, XX 0072 Cornelius, NC 1692 Humble, TX 1692 Humble, TX 1765 Xxxxxxxx, XX XX Xxxxxx Xxxx Xxxx Xxxxx, XXand the Lenders that:
Appears in 1 contract
Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) FORM OF U.S. TAX COMPLIANCE CERTIFICATE Reference is hereby made to the Term Loan Fourth Amended and Restated Credit Agreement dated as of April 1May 3, 2020 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoDiamondRock Hospitality Limited Partnership (the “Borrower”), DiamondRock Hospitality Company, each of the Lenders from time to time party theretofinancial institutions initially a signatory thereto together with their assignees under Section 13.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents party parties thereto. Pursuant to the provisions of Section 2.12 3.10. of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial 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) 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or businessCode. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent Agent, and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: ____________________________ Name: ______________________ Title: ______________________ Date: ________, 20[ ] (For Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 20 Reference is hereby made to the Term Loan Fourth Amended and Restated Credit Agreement dated as of April 1May 3, 2020 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoDiamondRock Hospitality Limited Partnership (the “Borrower”), DiamondRock Hospitality Company, each of the Lenders from time to time party theretofinancial institutions initially a signatory thereto together with their assignees under Section 13.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 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 Credit Agreement, neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business3.10. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of its partners/members 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 the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. 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 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. In the case of a Participant that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Participant’s owner for U.S. federal income tax purposes. 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 LENDERPARTICIPANT] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] 20 Reference is hereby made to the Term Loan Fourth Amended and Restated Credit Agreement dated as of April 1May 3, 2020 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoDiamondRock Hospitality Limited Partnership (the “Borrower”), DiamondRock Hospitality Company, each of the Lenders from time to time party theretofinancial institutions initially a signatory thereto together with their assignees under Section 13.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 3.10. 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, 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, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 (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 such Lender 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. In Unless otherwise defined herein, terms defined in the case Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] Name: Title: Date: , 20 Reference is hereby made to Fourth Amended and Restated Credit Agreement dated as of a Participant that is a disregarded entity for U.S. federal income tax purposesMay 3, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DiamondRock Hospitality Limited Partnership (the “Borrower”), DiamondRock Hospitality Company, each of the above certifications financial institutions initially a signatory thereto together with their assignees under Section 13.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and representations the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit Agreement, the undersigned hereby certifies that (i) it is given 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 person treated 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 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such Participantpartner’s/member’s owner for U.S. federal income tax purposesbeneficial 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished 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 LENDER] By: ___________________________ Name: ____________________ Title: ____________________ Date: ___________, 20[ ] Lender Commitment 20 Xxxxx Fargo Bank, National Association $125,000,000.00 PNC 0000 X Xxxxxx, XX, #000 Xxxxxxxxxx, X.X. 00000 Attention: Xxxx X. Xxxxxxx Telecopier: 000-000-0000 Telephone: 000-000-0000 Xxxxx Fargo Bank, National Association $125,000,000.00 U.S. Bank National Association $125,000,000.00 Total $375,000,000.00 0682 Aurora000 X. Xxxxxxx Xxxxxx, CO 0816 Xxxx Xxxxx0xx Xxxxx Xxxxxxxxx, XX 0078 Timonium00000 MAC D1053-04N Attention: Xxxxxxxx Xxxxx Telecopier: 000-000-0000 Telephone: 000-000-0000 Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit Agreement dated as of May 3, MD 1376A Ellicott City2016 (as amended, MD 1377A Clacxxxxxrestated, XX 0000 Xxxxxxsupplemented or otherwise modified from time to time, XX 0018 Gresxxxthe “Credit Agreement”), XX 0000 Xxxxxxxxxxxby and among DiamondRock Hospitality Limited Partnership (the “Borrower”), XX 0072 CorneliusDiamondRock Hospitality Company (the “Parent”), NC 1692 Humblethe financial institutions party thereto and their assignees under Section 13.5. thereof (the “Lenders”), TX 1692 HumbleXxxxx Fargo Bank, TX 1765 XxxxxxxxNational Association, XX XX Xxxxxx Xxxx Xxxx Xxxxxas Administrative Agent (the “Administrative Agent”), XXand the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. Pursuant to Section 9.3. of the Credit Agreement, the undersigned hereby certifies, in such person’s corporate and not individual capacity, to the Administrative Agent and the Lenders that:
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Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER Reference is hereby made to the Term Loan Credit Agreement dated as of April 1December 29th, 2020 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoINDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust (the Lenders from time to time party thereto“Borrower”), Xxxxx Fargo Bankeach of the financial institutions initially a signatory thereto together with their assignees under Section 12.5 thereof (the “Lenders”), National AssociationCITIBANK, N.A., as the Administrative Agent (the “Administrative Agent”), and the other agents party parties thereto. Pursuant to the provisions of Section 2.12 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial 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) 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or businessCode. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent Agent, and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: ____________________________ Name: ______________________ Title: ______________________ Date: ________, 20[ ] (For Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 20 Reference is hereby made to the Term Loan Credit Agreement dated as of April 1December 29th, 2020 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoINDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust (the Lenders from time to time party thereto“Borrower”), Xxxxx Fargo Bankeach of the financial institutions initially a signatory thereto together with their assignees under Section 12.5 thereof (the “Lenders”), National AssociationCITIBANK, N.A., as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 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 Credit Agreement, neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of its partners/members 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 the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 3.10 of the Credit 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. 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 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. In the case of a Participant that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Participant’s owner for U.S. federal income tax purposes. 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 LENDERPARTICIPANT] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] 20 Reference is hereby made to the Term Loan Credit Agreement dated as of April 1December 29th, 2020 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among KimcoINDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust (the Lenders from time to time party thereto“Borrower”), Xxxxx Fargo Bankeach of the financial institutions initially a signatory thereto together with their assignees under Section 12.5 thereof (the “Lenders”), National AssociationCITIBANK, N.A., as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 3.10 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, 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, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W8BEN or W-8BEN-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 Lender 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. In Unless otherwise defined herein, terms defined in the case Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] Name: Title: Date: , 20 Reference is hereby made to the Credit Agreement dated as of December 29th, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among INDUSTRIAL LOGISTICS PROPERTIES TRUST, a Participant that is a disregarded entity for U.S. federal income tax purposesMaryland real estate investment trust (the “Borrower”), each of the above certifications financial institutions initially a signatory thereto together with their assignees under Section 12.5 thereof (the “Lenders”), CITIBANK, N.A., as the Administrative Agent (the “Administrative Agent”), and representations the other parties thereto. Pursuant to the provisions of Section 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is given 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 person treated 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 the Administrative Agent and the Borrower with IRS Form W8IMY 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, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such Participantpartner’s/member’s owner for U.S. federal income tax purposesbeneficial 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished 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 LENDER] By: ___________________________ Name: ____________________ Title: ____________________ Date: ___________, 2020 Reference is made to the Credit Agreement dated as of [ ] Lender Commitment Xxxxx Fargo Bank], National Association $125,000,000.00 PNC Bank2018 (as amended, National Association $125,000,000.00 U.S. restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among INDUSTRIAL LOGISTICS PROPERTIES TRUST, a Maryland real estate investment trust (the “Borrower”), each of the financial institutions initially a signatory thereto and their assignees under Section 12.5 thereof (collectively, the “Lenders”), CITIBANK, N.A, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given to them in the Credit Agreement. Pursuant to Section 8.3 of the Credit Agreement, the undersigned hereby certifies to the Administrative Agent, the Issuing Bank National Association $125,000,000.00 Total $375,000,000.00 0682 Aurora, CO 0816 Xxxx Xxxxx, XX 0078 Timonium, MD 1376A Ellicott City, MD 1377A Clacxxxxx, XX 0000 Xxxxxx, XX 0018 Gresxxx, XX 0000 Xxxxxxxxxxx, XX 0072 Cornelius, NC 1692 Humble, TX 1692 Humble, TX 1765 Xxxxxxxx, XX XX Xxxxxx Xxxx Xxxx Xxxxx, XXand the Lenders that:
Appears in 1 contract
Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) All wire instructions must contain the following information: Receiving Party Deposit Account Number Receiving Bank Name, City and State Receiving Bank Routing (ABA) Number Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER Reference is hereby made to the Term Loan Second Amended and Restated Credit Agreement dated as of April 1November 21, 2020 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kimcothe XX Xxxxx Realty Corp. (the “Parent”) and XX Xxxxx Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the Lenders from time to time party thereto“Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents party parties thereto. Pursuant to the provisions of Section 2.12 3.10. of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial 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) 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 the any Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or businessCode. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: ____________________________ Name: ______________________ Title: ______________________ Date: ________, 20[ ] (For Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 20 Reference is hereby made to the Term Loan Second Amended and Restated Credit Agreement dated as of April 1November 21, 2020 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kimcothe XX Xxxxx Realty Corp. (the “Parent”) and XX Xxxxx Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the Lenders from time to time party thereto“Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 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 Credit Agreement, neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business3.10. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of its partners/members 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 the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished 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. In the case of a Lender that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Lender’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] Reference is hereby made to the Term Loan Agreement dated as of April 1, 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kimco, the Lenders from time to time party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto. Pursuant to the provisions of Section 2.12 of the Credit 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 the any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non non-U.S. person Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. 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 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. In the case of a Participant that is a disregarded entity for U.S. federal income tax purposes, each of the above certifications and representations is given with respect to the person treated as such Participant’s owner for U.S. federal income tax purposes. 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 LENDER] By: _________________________ Name: __________________ Title: ___________________ Date: ___________, 20[ ] 20 Reference is hereby made to the Term Loan Second Amended and Restated Credit Agreement dated as of April 1November 21, 2020 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kimcothe XX Xxxxx Realty Corp. (the “Parent”) and XX Xxxxx Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the Lenders from time to time party thereto“Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other agents parties thereto. Pursuant to the provisions of Section 2.12 3.10. 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code, 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, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-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 Lender 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. In Unless otherwise defined herein, terms defined in the case Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: , 20 Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the XX Xxxxx Realty Corp. (the “Parent”) and XX Xxxxx Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a Participant that is a disregarded entity for U.S. federal income tax purposes“Borrower” and collectively, the “Borrowers”), each of the above certifications financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), Xxxxx Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and representations the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit Agreement, the undersigned hereby certifies that (i) it is given 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 person treated 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 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 any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Representative 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, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such Participantpartner’s/member’s owner for U.S. federal income tax purposesbeneficial 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 the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative 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 LENDER] By: ___________________________ Name: ____________________ Title: ____________________ Date: ___________, 20[ ] Lender Commitment 20 THIS GUARANTY dated as of , 20 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Second Amended and Restated Credit Agreement dated as of November 21, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among XX Xxxxx Fargo BankRealty Corp. (the “Parent”) and XX Xxxxx Operating Partnership, National Association $125,000,000.00 PNC BankL.P. (“SLGOP”; together with the Parent, National Association $125,000,000.00 U.S. Bank National Association $125,000,000.00 Total $375,000,000.00 0682 Auroraeach individually a “Borrower” and collectively, CO 0816 Xxxx Xxxxxthe “Borrowers”), XX 0078 Timoniumthe financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), MD 1376A Ellicott Citythe Administrative Agent, MD 1377A Clacxxxxxand the other parties thereto, XX 0000 Xxxxxxfor its benefit and the benefit of the Lenders, XX 0018 Gresxxxthe Issuing Banks, XX 0000 Xxxxxxxxxxxand the Specified Derivatives Providers (the Administrative Agent, XX 0072 Corneliusthe Lenders, NC 1692 Humblethe Swingline Lenders, TX 1692 Humblethe Issuing Banks, TX 1765 Xxxxxxxxand the Specified Derivatives Providers, XX XX Xxxxxx Xxxx Xxxx Xxxxxeach individually a “Guaranteed Party” and collectively, XXthe “Guaranteed Parties”).
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Samples: Credit Agreement (Sl Green Operating Partnership, L.P.)
