FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]
Appears in 3 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.)
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 that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, Bank and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]
Appears in 3 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.)
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 that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28July 30, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MedEquities Realty Operating Partnership, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT K-3
Appears in 2 contracts
Samples: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28July 30, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MedEquities Realty Operating Partnership, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT K-2
Appears in 2 contracts
Samples: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28March 1, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Condor Hospitality Limited Partnership (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT J-2
Appears in 2 contracts
Samples: Credit Agreement (Condor Hospitality Trust, Inc.), Credit Agreement (Condor Hospitality Trust, Inc.)
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 that certain Receivables Financing Agreement, Credit Agreement dated as of April 28March 1, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Condor Hospitality Limited Partnership (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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 EXHIBIT J-3
Appears in 2 contracts
Samples: Credit Agreement (Condor Hospitality Trust, Inc.), Credit Agreement (Condor Hospitality Trust, Inc.)
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 that certain Receivables Financing Agreement, Fourth Amended and Restated Credit Agreement dated as of April 28August 7, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Mission Critical REIT II, Inc. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]__ EXHIBIT N-3
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Fourth Amended and Restated Credit Agreement dated as of April 28August 7, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Mission Critical REIT II, Inc. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]__ EXHIBIT N-2
Appears in 2 contracts
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28July 17, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among TA Holdings 1, Inc., a Delaware corporation (“Holdings”), [TA Midco 1, LLC, a Delaware limited liability company (to be renamed SkinnyPop Popcorn LLC immediately following the meanings assigned to them in acquisition)]7 [SkinnyPop Popcorn LLC, a Delaware limited liability company (formerly known as TA Midco 1, LLC)]8 (the Agreement“Borrower”), the Lenders party thereto, Jefferies Finance LLC, as an Issuing Bank and the Swingline Lender, and Jefferies Finance LLC, as Administrative Agent. Pursuant to the provisions of Section 5.03(f2.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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. [NAME OF LENDER] By: Name: Title: Date: ________ __Unless otherwise defined herein, 20[ ]terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s), (iii) with respect such participationto the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]] SCHEDULE I Commitments Party Capacity Commitment PNC Lender Prior to the Facility Limit Increase Date: $200,000,000235,000,000 On and after the Facility Limit Increase Date: $250,000,000 PNC LC Participant $50,000,00075,000,000 PNC LC Bank N/A SCHEDULE III Notice Addresses
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28July 2, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among SXC Health Solutions Corp. (the “Borrower”), the Lenders party thereto and not otherwise defined herein shall have JPMorgan Chase Bank, N.A., as Administrative Agent (the meanings assigned to them in the Agreement“Administrative Agent”). Pursuant to the provisions of Section 5.03(f) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]20 EXHIBIT E-2
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Term Loan Agreement dated as of April 28October 16, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among QualityTech, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.4 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]202_ EXHIBIT N-2
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Second Amended and Restated Revolving Credit Agreement dated as of April 28November 18, 2017 among BrightView Funding LLC 2014 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]] EXHIBIT 2.19-2
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28July 24, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ____________ __, 20[ ]__ XXXXXXX X-0
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Second Amended and Restated Credit Agreement dated as of April 28December 22, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT N-2
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
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 that certain Receivables Financing Agreement, Term Loan Agreement dated as of April September 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among Four Springs Capital Trust Operating Partnership, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Term Loan 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT J-3
Appears in 1 contract
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 that certain Receivables Financing Agreement, the Amended and Restated Revolving Credit Agreement dated as of April 28July 17, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among Brandywine Realty Trust, a Maryland real estate investment trust (“BRT”) and Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP” and together with BRT, the meanings assigned to them in “Borrower”), the Agreementfinancial institutions party thereto and their assignees under Section 11.3 thereof (the “Lenders”), Bank of America, N.A., as Administrative Agent and Issuing Lender (the “Agent”), Citibank, N.A., as Syndication Agent and Issuing Lender, and the other parties thereto. Pursuant to the provisions of Section 5.03(f3.13(g)(ii)(B)(iv) 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN (or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BENE, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]__ DB1/ 97920064.5 EXHIBIT 3.13-3
Appears in 1 contract
Samples: Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s), (iii) with respect such participationto the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]] SCHEDULE I Commitments Party Capacity Commitment PNC Lender Prior to the Facility Limit Increase Date: $235,000,000200,000,000 On and after the Facility Limit Increase Date: $250,000,000 PNC LC Participant $ 75,000,000 PNC LC Bank N/A MUFG Lender $ 75,000,000 MUFG LC Participant $ 75,000,000 SCHEDULE II Lock-Boxes, Collection Accounts and Collection Account Banks Collection Account Bank Collection Account Number Associated Lock-Box (if any) PNC Bank, National Association 5303628818 #740655 #912463 PNC Bank, National Association 5303557183 #773849 Schedule II-1 SCHEDULE III Notice Addresses
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28March [__], 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among AZZ incorporated, a Texas corporation (“Borrower”), the lenders from time to time party thereto, and not otherwise defined herein shall have the meanings assigned to them in the AgreementBank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 5.03(f3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ] G-1 Form of U.S. Tax Compliance Certificate EXHIBIT G-2 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 Credit Agreement dated as of March [__], 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AZZ incorporated, a Texas corporation (“Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Azz Inc)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Term Loan Agreement dated as of April 28August 9, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Condor Hospitality Limited Partnership, a Virginia limited partnership (“Operating Partnership”). Capitalized terms used herein , Spring Street Hotel Property LLC, a Delaware limited liability company (“Fee Owner”), Spring Street Hotel Opco LLC, a Delaware limited liability company (collectively, the “Borrower”), the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ______, 20__ __, 20[ ]EXHIBIT J-2
Appears in 1 contract
Samples: Term Loan Agreement (Condor Hospitality Trust, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Amended and Restated Credit Agreement dated as of April 28August 10, 2017 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BrightView Funding LLC Community Healthcare OP, LP, a Delaware limited partnership (the “Borrower”), BrightView LandscapesCommunity Healthcare Trust Incorporated, LLC, as Servicer a Maryland corporation (the “ServicerREIT Guarantor”), the Lenders party theretofinancial institutions from time to time parties thereto as lenders (“Lenders”), the LC Participants party thereto, PNC SunTrust Bank, National Association, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as for the LC BankLenders, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreementother parties thereto. Pursuant to the provisions of Section 5.03(f) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]] Exhibit 2.20A EXHIBIT 2.20B
Appears in 1 contract
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 Credit Agreement dated as of March 3, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Argo Group International Holdings, Ltd., Argo Group US, Inc., Argo International Holdings Limited and Argo Underwriting Agency Limited (collectively, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.17 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 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 Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or 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 Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers 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 EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28March 3, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Argo Group International Holdings, Ltd., Argo Group US, Inc., Argo International Holdings Limited and not otherwise defined herein shall have Argo Underwriting Agency Limited (collectively, the meanings assigned to them in “Borrowers”), the AgreementLenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Pursuant to the provisions of Section 5.03(f) 2.17 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 and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. 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 EXHIBIT B-3
Appears in 1 contract
Samples: Credit Agreement (Argo Group International Holdings, Ltd.)
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 that certain Receivables Financing the Revolving Credit and Term Loan Agreement, dated as of April 28January 26, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, modified, supplemented or otherwise modified restated and in effect from time to time, the “Credit Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among Waste Connections, Inc., and certain of its Subsidiaries party thereto (collectively, the meanings assigned “Borrowers”), the Lenders from time to them in the Agreementtime party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 5.03(f3.01(e) 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members 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 (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its participating Lender with non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: W-8BENE (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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 its participating Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]] Form of U.S. Tax Compliance Certificate EXHIBIT F-3
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Amended and Restated Revolving Credit Agreement dated as of April 28May 2, 2017 among BrightView Funding LLC 2013 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]] EXHIBIT 2.19-2
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s), (iii) with respect such participationto the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]] SCHEDULE I Commitments Party Capacity Commitment PNC Lender $175,000,000200,000,000 PNC LC Participant $50,000,000 PNC LC Bank N/A SCHEDULE III Notice Addresses
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
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 that certain Receivables Financing Agreement, Second Amended and Restated Credit Agreement dated as of April 28December 22, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT N-3
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
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 that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28July 25, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among DuPont Fabros Technology, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.4 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ______, 201__ __, 20[ ]EXHIBIT J-3
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28December 13, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among New Senior Investment Group Inc. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ______________ __, 20[ ]__ EXHIBIT J-2
Appears in 1 contract
Samples: Management Agreement (New Senior Investment Group Inc.)
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 that certain Receivables Financing Agreement, the Amended and Restated Revolving Credit Agreement dated as of April 28May 2, 2017 among BrightView Funding LLC 2013 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]] EXHIBIT 2.19-3
Appears in 1 contract
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 that certain Receivables Financing Agreement, Term Loan Agreement dated as of April 28August 7, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Xxxxxx Validus Mission Critical REIT II, Inc. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Loan 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]__ EXHIBIT N-3
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Second Amended and Restated Credit Agreement dated as of April 28March 29, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BrightView Funding LLC Community Healthcare OP, LP, a Delaware limited partnership (the “Borrower”), BrightView LandscapesCommunity Healthcare Trust Incorporated, LLC, as Servicer a Maryland corporation (the “ServicerREIT Guarantor”), the Lenders party theretofinancial institutions from time to time parties thereto as lenders (“Lenders”), the LC Participants party thereto, PNC SunTrust Bank, National Association, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as for the LC BankLenders, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreementother parties thereto. Pursuant to the provisions of Section 5.03(f) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]] Exhibit 2.20A EXHIBIT 2.20B
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement dated as of January 14, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Monogram Residential OP LP (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.3 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 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 Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. ________________________________________ [NAME OF LENDER] By: __________________________________ Name: __________________________________ Title: __________________________________ Date: _____________ _____, 20______ EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement dated as of January 14, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Monogram Residential OP LP (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.3 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. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. _________________________________________ [NAME OF PARTICIPANT] By: __________________________________ Name: __________________________________ Title: __________________________________ Date: _____________ ______, 20_____ EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28January 14, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Monogram Residential OP LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. 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[ ]_____ EXHIBIT I-4
Appears in 1 contract
Samples: Credit Agreement (Monogram Residential Trust, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28March 30, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Monogram Residential Facility I, LLC, a Delaware limited liability company (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT J-2
Appears in 1 contract
Samples: Credit Agreement (Monogram Residential Trust, Inc.)
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 that certain Receivables Financing Agreement, Credit Agreement dated as of April 28June 3, 2017 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BrightView Funding LLC Community Healthcare OP, LP, a Delaware limited partnership (the “Borrower”), BrightView LandscapesCommunity Healthcare Trust Incorporated, LLC, as Servicer a Maryland corporation (the “ServicerREIT Guarantor”), the Lenders party theretofinancial institutions from time to time parties thereto as lenders (“Lenders”), the LC Participants party thereto, PNC SunTrust Bank, National Association, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as for the LC BankLenders, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreementother parties thereto. Pursuant to the provisions of Section 5.03(f) 2.20 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]] EXHIBIT 2.20C
Appears in 1 contract
Samples: Guaranty and Security Agreement (Community Healthcare Trust Inc)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Second Amended and Restated Revolving Credit Agreement dated as of April 28November 18, 2017 among BrightView Funding LLC 2014 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ] EXHIBIT 3.1(B)(V) FORM OF SECRETARY’S CERTIFICATE OF DELTIC TIMBER CORPORATION Reference is made to the Second Amended and Restated Revolving Credit Agreement dated as of November 18, 2014 (the “Credit Agreement”), among Deltic Timber Corporation (the “Borrower”), the lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This certificate is being delivered pursuant to Section 3.1 of the Credit Agreement. I, [ ], Secretary of the Borrower, DO HEREBY CERTIFY that:
Appears in 1 contract
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 that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28July 25, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among DuPont Fabros Technology, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.4 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]201 EXHIBIT J-3
Appears in 1 contract
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 that certain Receivables Financing Agreement, Credit Agreement dated as of April 28March 30, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Monogram Residential Facility I, LLC, a Delaware limited liability company (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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 EXHIBIT J-3
Appears in 1 contract
Samples: Credit Agreement (Monogram Residential Trust, Inc.)
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 that certain Receivables Financing Agreement, Amended and Restated Credit Agreement dated as of April 28June , 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Four Springs Capital Trust Operating Partnership, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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 EXHIBIT J-3
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (e) (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s), (iii) with respect such participationto the extension of credit pursuant to the Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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. [NAME OF LENDERLXXXXX] By: Name: Title: Date: ________ __, 20[ ]] SCHEDULE I Commitments Party Capacity Commitment PNC Lender $200,000,000 PNC LC Participant $75,000,000 PNC LC Bank N/A MUFG Lender $75,000,000 MUFG LC Participant $75,000,000 SCHEDULE II Lock-Boxes, Collection Accounts and Collection Account Banks Collection Account Bank Collection Account Number Associated Lock-Box (if any) PNC Bank, National Association 5303628818 #740655 #912463 PNC Bank, National Association 5303557183 #773849 SCHEDULE III Notice Addresses
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28June 3, 2017 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BrightView Funding LLC Community Healthcare OP, LP, a Delaware limited partnership (the “Borrower”), BrightView LandscapesCommunity Healthcare Trust Incorporated, LLC, as Servicer a Maryland corporation (the “ServicerREIT Guarantor”), the Lenders party theretofinancial institutions from time to time parties thereto as lenders (“Lenders”), the LC Participants party thereto, PNC SunTrust Bank, National Association, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as for the LC BankLenders, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreementother parties thereto. Pursuant to the provisions of Section 5.03(f) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]] EXHIBIT 2.20B
Appears in 1 contract
Samples: Guaranty and Security Agreement (Community Healthcare Trust Inc)
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 that certain Receivables Financing Agreement, Term Loan Agreement dated as of April 28October 16, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among QualityTech, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.4 of the Loan 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]202_ EXHIBIT N-3
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Second Amended and Restated Credit Agreement dated as of April 28February 10, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MedEquities Realty Operating Partnership, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]__ XXXXXXX X-0
Appears in 1 contract
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 that certain Receivables Financing Agreement, Sixth Amended and Restated Senior Revolving Credit Agreement dated as of April 28August 20, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Terreno Realty LLC (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees thereunder (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) 3.5 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E , or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionE, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT G-3
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Amended and Restated Credit Agreement dated as of April 28March 10, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2023 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among abrdn Income Credit Strategies Fund (formerly known as Aberdeen Income Credit Strategies Fund), as Borrower, BNP Paribas, as Administrative Agent, and not otherwise defined herein shall have the meanings assigned each lender from time to them in the Agreementtime party thereto. Pursuant to the provisions of Section 5.03(f3.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN (or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionE, 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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 LENDERLXXXXX] By: Name: Title: Date: ____________ __, __,20[ ]] EXHIBIT H-2
Appears in 1 contract
Samples: Credit Agreement (Abrdn Income Credit Strategies Fund)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (c) (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, Bank and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. [NAME OF LENDERLXXXXX] By: Name: Title: Date: ________ __, 20[ ]
Appears in 1 contract
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Amended and Restated Revolving Credit Agreement dated as of April 28July 17, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among Brandywine Realty Trust, a Maryland real estate investment trust (“BRT”) and Brandywine Operating Partnership, L.P., a Delaware limited partnership (“BOP” and together with BRT, the meanings assigned to them in “Borrower”), the Agreementfinancial institutions party thereto and their assignees under Section 11.3 thereof (the “Lenders”), Bank of America, N.A., as Administrative Agent and Issuing Lender (the “Agent”), Citibank, N.A., as Syndication Agent and Issuing Lender, and the other parties thereto. Pursuant to the provisions of Section 5.03(f3.13(g)(ii)(B)(iii) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN (or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BENE, 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]__ DB1/ 97920064.5 EXHIBIT 3.13-2
Appears in 1 contract
Samples: Revolving Credit Agreement (Brandywine Operating Partnership, L.P.)
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 that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28July 24, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ____________ __, 20[ ]__ XXXXXXX X-0
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Second Amended and Restated Revolving Credit Agreement dated as of April 28November 18, 2017 among BrightView Funding LLC 2014 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. 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[ ]] EXHIBIT 2.19-4
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Third Amended and Restated Credit Agreement dated as of April 28March 19, 2017 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among BrightView Funding LLC Community Healthcare Trust Incorporated, a Maryland corporation (the “Borrower”), BrightView Landscapes, LLC, the financial institutions from time to time parties thereto as Servicer lenders (the “ServicerLenders”), the Lenders party thereto, the LC Participants party thereto, PNC Truist Bank, National Association, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as for the LC BankLenders, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreementother parties thereto. Pursuant to the provisions of Section 5.03(f) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]] Exhibit 2.20A EXHIBIT 2.20B
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Amended and Restated Revolving Credit Agreement dated as of April 28May 2, 2017 among BrightView Funding LLC 2013 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. 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[ ]] EXHIBIT 2.19-4
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Term Loan Agreement dated as of April September 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”) by and among Four Springs Capital Trust Operating Partnership, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT J-2
Appears in 1 contract
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 that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28December 17, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT N-3
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
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 that certain Receivables Financing Agreement, Fourth Amended and Restated Senior Revolving Credit Agreement dated as of April 28August 1, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Terreno Realty LLC (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees thereunder (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) 3.5 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E , or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionE, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT G-3
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FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Credit Agreement dated as of April 28January 29, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Four Springs Capital Trust Operating Partnership, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT J-2
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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 that certain Receivables Financing Agreement, Second Amended and Restated Credit Agreement dated as of April 28February 10, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among MedEquities Realty Operating Partnership, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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[ ]__ XXXXXXX X-0
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Third Amended and Restated Credit Agreement dated as of April 2827, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT N-2
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
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 that certain Receivables Financing Agreement, Credit Agreement dated as of April 28December 13, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among New Senior Investment Group Inc. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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[ ]__ EXHIBIT J-3
Appears in 1 contract
Samples: Management Agreement (New Senior Investment Group Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing the Revolving Credit and Term Loan Agreement, dated as of April 28January 26, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2015 (as amended, modified, supplemented or otherwise modified restated and in effect from time to time, the “Credit Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among Waste Connections, Inc., and certain of its Subsidiaries party thereto (collectively, the meanings assigned “Borrowers”), the Lenders from time to them in the Agreementtime party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 5.03(f3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members 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 (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its participating Lender with non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: W-8BENE (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption, 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 the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrowers 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[ ]] Form of U.S. Tax Compliance Certificate EXHIBIT F-2
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28December 16, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among SXC Health Solutions Corp. (the “Borrower”), the Lenders party thereto and not otherwise defined herein shall have JPMorgan Chase Bank, N.A., as Administrative Agent (the meanings assigned to them in the Agreement“Administrative Agent”). Pursuant to the provisions of Section 5.03(f) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]__ EXHIBIT B-2
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, Fourth Amended and Restated Senior Revolving Credit Agreement dated as of April 28August 1, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Terreno Realty LLC (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees thereunder (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E , or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionE, 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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[ ]20 EXHIBIT G-2
Appears in 1 contract
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 that certain Receivables Financing Agreement, Credit Agreement dated as of April 28January 29, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Four Springs Capital Trust Operating Partnership, L.P. (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT J-3
Appears in 1 contract
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 that certain Receivables Financing Agreement, Third Amended and Restated Credit Agreement dated as of April 2827, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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 EXHIBIT N-3
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
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 that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28May 16, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”). Capitalized terms used herein , among Xxxxxxx Resources, LLC, a Delaware limited liability company, as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, and not otherwise defined herein shall have the meanings assigned each Bank from time to them in the Agreementtime party thereto. Pursuant to the provisions of Section 5.03(f) 13.5 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender Bank with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Foreign status on IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable successor form). 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 Bank in writing, and (2) the undersigned shall have at all times furnished such Lender Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]] EXHIBIT I-3
Appears in 1 contract
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 that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28July 17, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among TA Holdings 1, Inc., a Delaware corporation (“Holdings”), [TA Midco 1, LLC, a Delaware limited liability company (to be renamed SkinnyPop Popcorn LLC immediately following the meanings assigned to them in acquisition)]3 [SkinnyPop Popcorn LLC, a Delaware limited liability company (formerly known as TA Midco 1, LLC)]4 (the Agreement“Borrower”), the Lenders party thereto, Jefferies Finance LLC, as an Issuing Bank and the Swingline Lender, and Jefferies Finance LLC, as Administrative Agent. Pursuant to the provisions of Section 5.03(f2.17(e) 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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[ ]] 3 To be used if delivered prior to the Acquisition. 4 To be used if delivered after the Acquisition.
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Fourth Amended and Restated Credit Agreement dated as of April 28February 8, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Matrix Service Company, a Delaware corporation, as a Borrower (the “Company”), the other Borrowers party thereto, each Lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementJPMorgan Chase Bank, N.A. as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.17 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: _____________________________ Name: ________________________ Title: ________________________ Date: ________ ____________, 20[ ]] HOU:3756061.4 184 Exhibit G-3
Appears in 1 contract
Samples: Credit Agreement (Matrix Service Co)
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 that certain Receivables Financing Agreement, the Second Amended and Restated Revolving Credit Agreement dated as of April 28November 18, 2017 among BrightView Funding LLC 2014 (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as same may be amended, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Deltic Timber Corporation, each lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementSunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.19 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ]] EXHIBIT 2.19-3
Appears in 1 contract
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 that certain Receivables Financing Agreement, Term Loan Agreement dated as of April 28August 9, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Condor Hospitality Limited Partnership, a Virginia limited partnership (“Operating Partnership”). Capitalized terms used herein , Spring Street Hotel Property LLC, a Delaware limited liability company (“Fee Owner”), Spring Street Hotel Opco LLC, a Delaware limited liability company (collectively, the “Borrower”), the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non‑U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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[ ]EXHIBIT J-3
Appears in 1 contract
Samples: Term Loan Agreement (Condor Hospitality Trust, Inc.)
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 that certain Receivables Financing Agreement, the Credit Agreement dated as of April 28September 2, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2016 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have among Amplify Snack Brands, Inc., a Delaware corporation (the meanings assigned to them in “Borrower”), the AgreementLenders party thereto, Jefferies Finance LLC, as an Issuing Bank and the Swingline Lender, and Jefferies Finance LLC, as Administrative Agent. Pursuant to the provisions of Section 5.03(f2.17(e) 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members 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 its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. 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. 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[ ]
Appears in 1 contract
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Loan Agreement dated as of April 28August 3, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein , among Vivint Solar Asset 1 Project Company, LLC (the “Borrower”), Xxxxx Fargo Bank, National Association, as collateral agent for the Secured Parties, Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and not otherwise defined herein shall have permitted assigns in such capacity, the meanings assigned “Administrative Agent”), and each lender from time to them in the Agreementtime party thereto. Pursuant to the provisions of Section 5.03(f2.4(g) of the Loan 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 “10 percent shareholder” of the Borrower (or its regarded parent) within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower (or its regarded parent) as described in Section 881(c)(3)(C) of the Code. 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, 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, 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 Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT F-2 to Loan Agreement FORM OF US TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement dated as of August 3, 2018 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Vivint Solar Asset 1 Project Company, LLC (the “Borrower”), Xxxxx Fargo Bank, National Association, as collateral agent for the Secured Parties, Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and each lender from time to time party thereto. Pursuant to the provisions of Section 2.4(g) of the Loan 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten “10 percent shareholder shareholder” of the Borrower (or its regarded parent) within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a “controlled foreign corporation corporation” related to the Borrower (or its regarded parent) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionE, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDERPARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ]] EXHIBIT F-3 to Loan Agreement
Appears in 1 contract
Samples: Loan Agreement (Vivint Solar, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Note Holders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Convertible Note Facility Agreement dated as of April May 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2014 (as amended, supplemented or otherwise modified from time to time, the “Convertible Note Agreement”). Capitalized terms used herein , by and not otherwise defined herein shall have between Eco-Stim Energy Solutions, Inc., as the meanings assigned to them in Issuer, and ACM Emerging Markets Master Fund I, L.P., as the AgreementNote Purchaser. Pursuant to the provisions of Section 5.03(f) 3.6 of the Convertible Note Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation loan(s) (as well as any Note(s) evidencing such loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower Issuer within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower Issuer as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Issuer with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN (or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable successor form). 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 the Issuer, and (2) the undersigned shall have at all times furnished such Lender the Issuer 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 Convertible Note Agreement and used herein shall have the meanings given to them in the Convertible Note Agreement. [NAME OF LENDERNOTE HOLDER] By: ________________________________________ Name: Title: Date: ________ __, 20201[ ]] Exhibit I-1 Form of U.S. Tax Compliance Certificate (Not Partnerships) EXHIBIT I-2
Appears in 1 contract
Samples: Convertible Note Facility Agreement (Eco-Stim Energy Solutions, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, First Amended and Restated Credit Agreement dated as of April 28December 17, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”). Capitalized terms used herein , the financial institutions party thereto and not otherwise defined herein shall have their assignees under §18.1 thereof (the meanings assigned to them in “Lenders”), KeyBank National Association, as Agent (the Agreement“Agent”) and the other parties thereto. Pursuant to the provisions of Section 5.03(f) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members 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 its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or non-U.S. Person status on IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]20 EXHIBIT N-2
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Fourth Amended and Restated Credit Agreement dated as of April 28February 8, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein , among Matrix Service Company, a Delaware corporation, as a Borrower (the “Company”), the other Borrowers party thereto, each Lender from time to time party thereto and not otherwise defined herein shall have the meanings assigned to them in the AgreementJPMorgan Chase Bank, N.A. as Administrative Agent. Pursuant to the provisions of Section 5.03(f) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable successor form). 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 the Company and the Administrative Agent and (2) the undersigned shall have at all times furnished such Lender the Company 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[ ]] 183 Exhibit G-2
Appears in 1 contract
Samples: Credit Agreement (Matrix Service Co)
FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, the Loan Agreement dated as of April 28August [***]44, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent 2018 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein , among Vivint Solar Asset 1 Project Company, LLC (the “Borrower”), Xxxxx Fargo Bank, National Association, as collateral agent for the Secured Parties, Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and not otherwise defined herein shall have permitted assigns in such capacity, the meanings assigned “Administrative Agent”), and each lender from time to them in the Agreementtime party thereto. Pursuant to the provisions of Section 5.03(f2.4(g) of the Loan 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 “10 percent shareholder” of the Borrower (or its regarded parent) within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower (or its regarded parent) as described in Section 881(c)(3)(C) of the Code. 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, 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, 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 Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] 44 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT F-2 to Loan Agreement FORM OF US TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan Agreement dated as of August 3, 2018 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Vivint Solar Asset 1 Project Company, LLC (the “Borrower”), Xxxxx Fargo Bank, National Association, as collateral agent for the Secured Parties, Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and each lender from time to time party thereto. Pursuant to the provisions of Section 2.4(g) of the Loan 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) 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 it is not 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, (iviii) none of its direct or indirect partners/members it is not a ten “10 percent shareholder shareholder” of the Borrower (or its regarded parent) within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a “controlled foreign corporation corporation” related to the Borrower (or its regarded parent) as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionE, 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, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDERPARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ]] EXHIBIT F-3 to Loan Agreement
Appears in 1 contract
Samples: Loan Agreement (Vivint Solar, Inc.)