Form of U. S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Security Agreement dated as of October 16, 2015 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among ARATANA THERAPEUTICS, INC., a Delaware corporation with offices located at 0000 Xxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxx 00000 and VET THERAPEUTICS, INC., a Delaware corporation, (individually and collectively, jointly and severally, “Borrower”), Collateral Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.7(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Credit Extension(s) (as well as any Note(s) evidencing such Credit Extension(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 and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Collateral Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or 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 Collateral Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Collateral 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 Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ___________ ___, 20__ ANNEX II FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Security Agreement dated as of October 16, 2015 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among ARATANA THERAPEUTICS, INC., a Delaware corporation with offices located at 0000 Xxxxxx Xxxx, Xxxxxx Xxx...
Form of U. S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of June 15, 2016 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Telephone and Data Systems, Inc., a Delaware corporation (the "Borrower"), each lender from time to time party thereto, and Xxxxx Fargo Bank, National Association, as the Administrative Agent, Swing Line Lender, and L/C Issuer. Pursuant to the provisions of Section 3.01(e) 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 direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this 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 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 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 suc...
Form of U. S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) I-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) I-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) I-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 18, 2019 among MOHAWK INDUSTRIES, INC., a Delaware corporation (the “Company”), ALADDIN MANUFACTURING CORPORATION, a Delaware corporation (“Aladdin”), DAL-TILE DISTRIBUTION, XXX.XXX, a Delaware corporation (“limited liability company (“Dal-Tile”), certain other Wholly Owned Domestic Subsidiaries of the Company that are Restricted Subsidiaries that become party hereto pursuant to Section 2.14(a) (each a “Designated Domestic Borrower” and, collectively, with the Company, Aladdin and Dal-Tile, the “Domestic Borrowers”), MOHAWK UNITED INTERNATIONAL B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Oisterwijk, the Netherlands and its office at Beneluxstraat 1 (5061 KD) Oisterwijk, the Netherlands, and registered with the Trade Register of the ChambersDutch Chamber of Commerce under number 17229715 (“Mohawk BV”), MOHAWK INTERNATIONAL HOLDINGS S.À.X.X., a private limited liability company (société à responsabilité limitée), organized and existing under the laws of Luxembourg as a société à responsibilité limitée,, having its registered address at 00X, Xxx xxx Xxxxxxxxxxxx, X-0000 Xxxxxxxxx, Xxxxx Xxxxx of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B-110.608 (“Mohawk International”), UNILIN BVBABV, a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of Belgium, having its statutory seat (statutaire zetel) at Xxxxxxxxxxxx 0, 0000 Xxxxxxxxx and registered with the Crossroads Bank for Enterprises under nr. 0405.414.072 RPR/RPM Ghent, Kortrijk division (“Unilin”), PREMIUM FLOORS AUSTRALIA PTY LIMITED, a proprietary company with limited liability incorp...
Form of U. K.100% Quota Share Retrocession Agreement (Non-Traditional-A).*
Form of U. S. Tax Compliance Certificate (for Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) H-2 Form of U.S. Tax Compliance Certificate (for Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) H-3 Form of U.S. Tax Compliance Certificate (for Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) H-4 Form of U.S. Tax Compliance Certificate (for Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of December 14, 2022, among AAR CORP., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WXXXX FARGO BANK, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer, and BANK OF AMERICA, N.A., as Syndication Agent and a L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Form of U. S. Security Agreement Exhibit L...................Form of Supply Agreement Exhibit M...................
Form of U. K. Supplementary Agreement Exhibit Q...................Form of Warrant Instrument Exhibit R...................Form of Series A Note Exhibit S...................
Form of U. S. CERTIFICATED DEBENTURE THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREIN REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS DEBENTURE MAY NOT BE TRANSFERRED TO OR EXCHANGED FOR DEBENTURES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE DEPOSITORY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBENTURE AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS DEBENTURE SHALL BE A GLOBAL DEBENTURE SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED XXXXXXXXXXXXX DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DIRTT ENVIRONMENTAL SOLUTIONS LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. CUSIP 00000XXX0 ISIN CA25490HAB20 No. ● $● DIRTT ENVIRONMENTAL SOLUTIONS LTD. (A corporation incorporated under the laws of Alberta) 6.25% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURE DUE DECEMBER 31, 2026 DIRTT ENVIRONMENTAL SOLUTIONS LTD. (the “Company” or the “Issuer”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Indenture dated as of January 25, 2021 among the Company, Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company, National Association (the “US Trustee”), as supplemented pursuant to the first supplemental indenture dated January 25, 2021 among the Company, the Canadian Trustee and the US Trustee, and as further supplemented pursuant to the second supplemental indenture dated December 1, 2021 among the Company, the Canadian Trustee and the US Trustee (collectively, the “Indenture”), promises to pay to the registered holder hereof on December 31, 202...
Form of U. S. Guarantee Agreement EXHIBIT K.........
Form of U. S. Pledge Agreement EXHIBIT L.........
