Common use of FORM OF U.S. TAX COMPLIANCE CERTIFICATE Clause in Contracts

FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of November 21, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne 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 §4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or 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 Borrower and Agent, and (2) the undersigned shall have at all times furnished Borrower and 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: ________ __, 00__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement, dated as of November 21, 2016, by and among CyrusOne LP (“Borrower”), the Lenders and KeyBank National Association, as Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:

Appears in 1 contract

Samples: Credit Agreement (CyrusOne Inc.)

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FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of November 21March 1, 2016 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP Condor Hospitality Limited Partnership (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 §4.4 4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or 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 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: ________ __, 00__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement20 THIS ASSIGNMENT OF INTERESTS (this “Assignment”), dated as of November 21, 20162017, by and among CyrusOne LP , a (“BorrowerAssignor”), the Lenders and KeyBank National Associationto KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as the Agent (as amended, modified, extended, restated, replaced, or supplemented for itself and other Lenders from time to timetime party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as the Agent, is hereinafter referred to as the “Credit AgreementAgent; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:).

Appears in 1 contract

Samples: Credit Agreement (Condor Hospitality Trust, Inc.)

FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second First Amended and Restated Credit Agreement dated as of November 21July 24, 2016 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (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 §4.4 4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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: ____________ __, 0020__ TO: KeyBank National AssociationAssociation 100 Xxxxxx Xxxxxx XX-00-00-0000 Xxxxxxxxx, as Agent Mail CodeXX 00000 Attention: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 AttnSxxx Xx Xxxxx Telephone: Xxxxx X. Xxxxxxx, AVP Fax: 000200-000-0000 REFacsimile: Second Amended and Restated Credit Agreement200-000-0000 $ 86,250,000.00 17.250000000000 % LIBOR Lending Office: Same as Above Capital One, dated National Association 1000 Xxxxxxx Xxx Xxxxx, 00xx Xxxxx XxXxxx, XX 00000 Attention: Yxxxxxx Xxxxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 $ 86,250,000.00 17.250000000000 % LIBOR Lending Office: Same as of November 21Above Citizens Bank, 2016N.A. 1000 Xxxxxxxx Xxxxxx, by and among CyrusOne LP (“Borrower”)XXX-000 0xx Xxxxx Xxxxxxxxx, the Lenders and Xxxx 00000 Attention: Dxxxxx X. Xxxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 $ 86,250,000.00 17.250000000000 % LIBOR Lending Office: Same as Above BMO Hxxxxx Bank, N.A. 100 Xxxx Xxxxxx Xxxxxx, XX 00000 Attention: Lxxxx Xxxxx Telephone: 600-000-0000 Facsimile: ___-___-____ $ 86,250,000.00 17.250000000000 % LIBOR Lending Office: Same as Above Mizuho Bank, Ltd. 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Exxxxxxxx Xxxxxxxxx/Director Telephone: 200-000-0000 Facsimile: 200-000-0000 $ 86,250,000.00 17.250000000000 % LIBOR Lending Office: Same as Above Sumitomo Mitsui Banking Corporation 200 Xxxx Xxxxxx Xxx Xxxx, XX Attention: Jxxxxx Xxx Telephone: 200-000-0000 Facsimile: 200-000-0000 $ 68,750,000.00 13.750000000000 % LIBOR Lending Office: Same as Above TOTAL $ 500,000,000.00 100 % KeyBank National AssociationAssociation 100 Xxxxxx Xxxxxx XX-00-00-0000 Xxxxxxxxx, XX 00000 Attention: Sxxx Xx Xxxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 € 33,520,761.25 17.222222222222 % LIBOR Lending Office: Same as Agent (Above Capital One, National Association 1000 Xxxxxxx Xxx Xxxxx, 00xx Xxxxx XxXxxx, XX 22102 Attention: Yxxxxxx Xxxxxxx Telephone: 700-000-0000 Facsimile: 700-000-0000 € 33,520,761.25 17.222222222222 % LIBOR Lending Office: Same as amendedAbove Citizens Bank, modifiedN.A. 1000 Xxxxxxxx Xxxxxx, extendedXXX-000 0xx Xxxxx Xxxxxxxxx, restatedXxxx 00000 Attention: Dxxxxx X. Xxxxx Telephone: 200-000-0000 Facsimile: 200-000-0000 € 33,520,761.25 17.222222222222 % LIBOR Lending Office: Same as Above BMO Hxxxxx Bank, replacedN.A. 100 Xxxx Xxxxxx Xxxxxx, or supplemented from time to timeXX 00000 Attention: Lxxxx Xxxxx Telephone: 600-000-0000 Facsimile: ___-___-____ € 33,520,761.25 17.222222222222 % LIBOR Lending Office: Same as Above Mizuho Bank, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATELtd. 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: [Date] Pursuant to §2.1(c) of the Credit Agreement:Exxxxxxxx Xxxxxxxxx/Director Telephone: 200-000-0000 Facsimile: 200-000-0000 € 33,520,761.25 17.222222222222 % LIBOR Lending Office: Same as Above Sumitomo Mitsui Banking Corporation 200 Xxxx Xxxxxx Xxx Xxxx, XX Attention: Jxxxxx Xxx Telephone: 200-000-0000 Facsimile: 200-000-0000 € 27,032,871.97 13.888888888889 % LIBOR Lending Office: Same as Above TOTAL € 194,636,678.22 100 %

Appears in 1 contract

Samples: Credit Agreement (Global Net Lease, Inc.)

FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Fourth Amended and Restated Senior Revolving Credit Agreement dated as of November 21August 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP Terreno Realty LLC (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof thereunder (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.4 Section 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch 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 the Agent and Borrower 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 W-8BEN, or W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN, or W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Agent, such Lender and (2) the undersigned shall have at all times furnished Borrower and Agent 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: ________ __, 00__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement, dated as of November 21, 2016, by and among CyrusOne LP (“Borrower”), the Lenders and KeyBank National Association, as Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:20

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Amended and Restated Credit Term Loan Agreement dated as of November 21August 9, 2016 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP Condor Hospitality Limited Partnership, a Virginia limited partnership (“Operating Partnership”), 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 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 §4.4 4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch 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 the Agent and Borrower 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 W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or 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 Borrower and Agent, such Lender and (2) the undersigned shall have at all times furnished Borrower and Agent 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______ __, 00__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement, dated as of November 21, 2016, by and among CyrusOne LP (“Borrower”), the Lenders and KeyBank National Association, as Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:

Appears in 1 contract

Samples: Term Loan Agreement (Condor Hospitality Trust, Inc.)

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FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Amended and Restated Credit Term Loan Agreement dated as of November 21August 9, 2016 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP Condor Hospitality Limited Partnership, a Virginia limited partnership (“Operating Partnership”), 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 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 §4.4 4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or 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 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__ __, 00__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement, dated as of November 21, 2016, by and among CyrusOne LP (“Borrower”), the Lenders and KeyBank National Association, as Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:

Appears in 1 contract

Samples: Term Loan Agreement (Condor Hospitality Trust, Inc.)

FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of November 21December 13, 2016 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP New Senior Investment Group Inc. (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 §4.4 4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or 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 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: ______________ __, 0020__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement, dated as of November 21, 2016, by and among CyrusOne LP (“Borrower”), the Lenders and KeyBank National Association, as Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:_

Appears in 1 contract

Samples: Credit Agreement (New Senior Investment Group Inc.)

FORM OF U.S. TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Second Sixth Amended and Restated Senior Revolving Credit Agreement dated as of November 21August 20, 2016 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP Terreno Realty LLC (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof thereunder (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.4 Section 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch 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 the Agent and Borrower 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 W-8BEN, or W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN, or W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and Agent, such Lender and (2) the undersigned shall have at all times furnished Borrower and Agent 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: ________ __, 00__ TO: KeyBank National Association, as Agent Mail Code: OH-01-51-0311 0000 Xxxxxxxx Xxxx, 3rd Floor Brooklyn, OH 44144 Attn: Xxxxx X. Xxxxxxx, AVP Fax: 000-000-0000 RE: Second Amended and Restated Credit Agreement, dated as of November 21, 2016, by and among CyrusOne LP (“Borrower”), the Lenders and KeyBank National Association, as Agent (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to §2.1(c) of the Credit Agreement:20

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

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