Common use of Flow-Through Entities Clause in Contracts

Flow-Through Entities. If your institution is organized outside the US, and is classified for US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant to Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013 (the “Credit Agreement”), among Chase Acquisition I, Inc., a Delaware corporation, RBS Global, Inc., a Delaware corporation (“RBS Global”) and Rexnord LLC, a Delaware limited liability company (together with RBS Global, the “Borrowers”), the lenders party thereto from time to time, and Credit Suisse AG, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer of the Borrowers and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrowers. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section 3.05 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers and their Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers do not intend to, and the Borrowers do not believe that they or any of their Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

Flow-Through Entities. If your institution is organized outside the US, U.S. and is classified for US U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US Branches U.S. branches for United States Tax WithholdingWithholding and Reporting) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US form U.S. LENDER INSTITUTIONS: If IF your institution is incorporated or organized within the United States, States you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant Certificate) ADMINISTRATIVE QUESTIONNAIRE - (US DOLLAR ONLY) CONFIDENTIAL Pursuant to Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013 (the “Credit Agreement”), among Chase Acquisition I, Inc., a Delaware corporation, RBS Global, Inc., a Delaware corporation (“RBS Global”) and Rexnord LLC, a Delaware limited liability company (together with RBS Global, the “Borrowers”), the lenders party thereto from time to time, and Credit Suisse AG, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms language contained in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer the tax section of the Borrowers and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrowers. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred the applicable tax form for your institution must be completed and returned on or prior to in the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding Additional guidance and instructions as to where to submit this documentation can be found at this link: IRS Tax Form Toolkit 10. Bank of America’s Payment Instructions: Pay to: Bank of America, N.A. XXX# 000000000 Xxx York, NY Account #: 1292000883 Attn: Corporate Credit Services Ref: NVR, Inc. THIS UNCONDITIONAL GUARANTY AGREEMENT (this “Guaranty”) is executed as of [ ], by EACH OF THE SUBSIDIARIES OF NVR, INC., a Virginia corporation (“Borrower”), LISTED ON SCHEDULE 1 ATTACHED HERETO or which become a party hereto pursuant to Section 3.05 20 below (each a “Guarantor” and collectively, “Guarantors”), for the benefit of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency CertificateParties defined below. 2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers and their Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers do not intend to, and the Borrowers do not believe that they or any of their Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

Flow-Through Entities. If your institution is organized outside the US, U.S. and is classified for US U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US Branches U.S. branches for United States Tax WithholdingWithholding and Reporting) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US form U.S. LENDER INSTITUTIONS: If IF your institution is incorporated or organized within the United States, States you must complete and return Form W-9 (Request for Taxpayer Identification Number and CertificationCertificate) ADMINISTRATIVE QUESTIONNAIRE - (US DOLLAR ONLY) CONFIDENTIAL Pursuant to the language contained in the the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding Additional guidance and instructions as to where to submit this documentation can be found at this link: IRS Tax Form Toolkit 10. Bank of America’s Payment Instructions: Pay to: Bank of America, N.A. XXX# 000000000 Xxx York, NY Account #: 1292000883 Attn: Corporate Credit Services Ref: NVR, Inc. EXHIBIT F FORM OF UNCONDITIONAL GUARANTY AGREEMENT THIS UNCONDITIONAL GUARANTY AGREEMENT (this “Guaranty”) is executed as of [ ], by EACH OF THE SUBSIDIARIES OF NVR, INC., a Virginia corporation (“Borrower”). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered , LISTED ON SCHEDULE 1 ATTACHED HERETO or which become a party hereto pursuant to Section 4.02(i) 20 below (each a “Guarantor” and collectively, “Guarantors”), for the benefit of the Third Amended and Restated First Lien Credit Parties defined below. R E C I T A L S: 1. Borrower may, from time to time, be indebted to the Credit Parties pursuant to that certain Credit Agreement dated as of August 21July 15, 2013 2016 (herein referred to, together with all amendments, modifications, restatements, or supplements thereof, as the “Credit Agreement”), by and among Chase Acquisition IBorrower, Inc.Bank of America, N.A., a Delaware corporation, RBS Global, Inc., a Delaware corporation national banking association (“RBS Global”) and Rexnord LLC, a Delaware limited liability company (together with RBS Global, the “BorrowersAdministrative Agent”), the lenders party thereto from time to time, and Credit Suisse AG, as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders defined therein (Administrative Agent, the Lenders, and any Person who is a provider of a Swap Contract guaranteed hereunder, together with their respective successors and assigns are herein called the “Credit Parties”). 2. Capitalized terms used herein and not shall, unless otherwise defined herein shall indicated, have the respective meanings assigned to such terms set forth in the Credit Agreement. 3. The undersigned hereby certifies, solely in his capacity as an officer of the Borrowers and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrowers. I am familiar with the Transactions, and have reviewed It is a condition to the Credit AgreementParties making, financial statements referred or continuing to in Section 3.05 make, the loans under the Credit Agreement or otherwise extending, or continuing to extend, credit to Borrower from time to time that Guarantors unconditionally guarantee payment of all present and future indebtedness and obligations of Borrower to the Credit Parties under the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency CertificateLoan Documents. 24. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers and their Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers do not intend to, and the Borrowers do not believe that they or any of their Subsidiaries Each Guarantor will, incur debts beyond its ability directly or indirectly, benefit from the Credit Parties’ extension of credit to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect theretoBorrower.

Flow-Through Entities. If your institution is organized outside the US, and is classified for US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant to Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement dated as of August 21March 22, 2013 (the “Credit Agreement”)) among XxXxxx-Xxxx Global Education Intermediate Holdings, among Chase Acquisition I, Inc.LLC, a Delaware corporationlimited liability company, RBS GlobalXxXxxx-Xxxx Global Education Holdings, Inc., a Delaware corporation (“RBS Global”) and Rexnord LLC, a Delaware limited liability company (together with RBS Global, the “BorrowersBorrower”), the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer of the Borrowers Borrower and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the BorrowersBorrower. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section 3.05 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrowers Borrower and their Subsidiaries its subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers Borrower and their Subsidiaries its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers Borrower and their Subsidiaries its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrowers Borrower and their Subsidiaries its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers Borrower and their Subsidiaries its subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers Borrower and their Subsidiaries its subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Closing Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers do Borrower does not intend to, and the Borrowers do Borrower does not believe that they it or any of their Subsidiaries its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness debts or the Indebtedness debts of any such Subsidiarysubsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto. IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above. XXXXXX-XXXX GLOBAL EDUCATION HOLDINGS, LLC By: Name: Title: [Financial Officer] Date:5 , To: Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) under that certain First Lien Credit Agreement dated as of March 22, 2013 (as the same may be amended, restated, or otherwise modified from time to time, the “Credit Agreement”), among XxXxxx-Xxxx Global Education Intermediate Holdings, LLC, a Delaware limited liability company, XxXxxx-Xxxx Global Education Holdings, LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto and the Administrative Agent. Ladies and Gentlemen: Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you of the Borrowing specified below: 1. The Borrowing will be a Borrowing of Loans.6 2. The aggregate amount of the proposed Borrowing is: $ . 3. The Business Day of the proposed Borrowing is: .

Flow-Through Entities. If your institution is organized outside the USU.S., and is classified for US U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-Flow- through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that US U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONSq Attach Form W-8 for current Tax Year q Confirm Tax ID Number: If your institution EXHIBIT F This Assignment and Assumption (the “Assignment and Assumption”) is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant to Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement dated as of August 21the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, 2013 (the “Credit Agreement”), among Chase Acquisition I, Inc., receipt of a Delaware corporation, RBS Global, Inc., copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a Delaware corporation (“RBS Global”) part of this Assignment and Rexnord LLC, a Delaware limited liability company (together with RBS GlobalAssumption as if set forth herein in full. For an agreed consideration, the “Borrowers”), Assignor hereby irrevocably sells and assigns to the lenders party thereto from time to timeAssignee, and Credit Suisse AGthe Assignee hereby irrevocably purchases and assumes from the Assignor, as Administrative Agent. Capitalized terms used herein subject to and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer of the Borrowers and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrowers. I am familiar accordance with the Transactions, Standard Terms and have reviewed Conditions and the Credit Agreement, financial statements referred to as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in Section 3.05 of its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such documents outstanding rights and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As obligations of the date hereof, immediately after giving effect Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the consummation extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the TransactionsAssignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and as of such date all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the fair value of the assets of the Borrowers rights and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts obligations sold and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers assigned pursuant to clauses (i) and their Subsidiaries on a consolidated basis; (ii) above being referred to herein collectively as the present fair saleable value of the property of the Borrowers “Assigned Interest”). Such sale and their Subsidiaries on a consolidated basis assignment is greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Date. 3. As of the date hereof, immediately after giving effect without recourse to the consummation of the TransactionsAssignor and, the Borrowers do not intend toexcept as expressly provided in this Assignment and Assumption, and the Borrowers do not believe that they without representation or any of their Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. This Solvency Certificate is being delivered warranty by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect theretoAssignor.