Common use of OPINION MATTERS Clause in Contracts

OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: • Section 5.01(a), (b) and (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b) EXHIBIT G FORM OF JOINDER AGREEMENT THIS JOINDER IN GUARANTY (this “Joinder”) is executed as of , 200___ by , a [corporation/limited liability company/partnership] (“Joining Party”), and delivered to BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), for the benefit of the Lenders (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined. Imation Corp. a Delaware corporation (“Imation”) and Imation Enterprises Corp., a Delaware corporation (“Enterprises”) (each of Imation and Enterprises is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A. as issuer of letters of credit for the account of the Borrowers (in such capacity, the “L/C Issuer”) and the Administrative Agent are parties to a Credit Agreement, dated as of March 29, 2006 (as amended, modified or supplemented from time to time, the “Credit Agreement”); The Joining Party is a direct or indirect Subsidiary of a Borrower and desires, or is required pursuant to the provisions of the Credit Agreement, to become a Guarantor under the Guaranty; and The Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of Letters of Credit for the account of, the Borrowers, in each case pursuant to the Credit Agreement and, accordingly, desires to execute this Joinder in order to (i) satisfy the requirements described in the preceding paragraph; and (ii) induce the Lenders to continue to make Loans and the Issuing Lender to issue Letters of Credit to the Borrowers; Accordingly, in consideration of the foregoing and other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby makes the following representations and warranties to the L/C Issuer, each Lender and the Administrative Agent and hereby covenants and agrees with the L/C Issuer, each Lender and the Administrative Agent as follows:

OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinionopinion on behalf of each Borrower: • Section 5.01(a), (b) and (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b5.14(c) EXHIBIT G FORM OF JOINDER AGREEMENT THIS JOINDER IN GUARANTY (this “Joinder”) is executed Additionally, if as of the Closing Date, 200___ by , any Foreign Subsidiary shall have been designated as a [corporation/limited liability company/partnership] (“Joining Party”), and delivered Designated Borrower pursuant to BANK OF AMERICA, N.A., as administrative agent (in such capacitythe Credit Agreement, the “Administrative Agent”), for the benefit legal opinion on behalf of the Lenders (such Foreign Subsidiary should cover such additional matters as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined. Imation Corp. a Delaware corporation (“Imation”) and Imation Enterprises Corp., a Delaware corporation (“Enterprises”) (each of Imation and Enterprises is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A. as issuer of letters of credit for the account of the Borrowers (in such capacity, the “L/C Issuer”) and the Administrative Agent are parties shall reasonably request. Opinion Matters sf-3344711 EXHIBIT M 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 a the Amended and Restated Credit Agreement, Agreement dated as of March 29February 7, 2006 2014 (as amended, supplemented or otherwise modified or supplemented from time to time, the “Credit Agreement”); The Joining Party is , among Xxxxxx Engineering Group Inc., a direct or indirect Subsidiary of a Borrower Delaware corporation, the Designated Borrowers from time to time party thereto and desires, or is required pursuant each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, to become a Guarantor under the Guaranty; and The Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of Letters of Credit for the account of, the Borrowers, in each case pursuant to the Credit Agreement and, accordingly, desires to execute this Joinder in order to undersigned hereby certifies that (i) satisfy it is the requirements described sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in the preceding paragraph; and respect of which it is providing this certificate, (ii) induce it is not a bank within the Lenders 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 continue to make Loans the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Issuing Lender to issue Letters Borrower with a certificate of Credit to the Borrowers; Accordingly, in consideration of the foregoing and other benefits accruing to the Joining Partyits non-U.S. Person status on IRS Form [W-8BEN] [W-8BEN-E]. By executing this certificate, the receipt and sufficiency of which are hereby acknowledgedundersigned agrees that (1) if the information provided on this certificate changes, the Joining Party hereby makes undersigned shall promptly so inform the following representations Borrower and warranties to the L/C IssuerAdministrative Agent, each Lender and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate sf-3344711 EXHIBIT M FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby covenants made to the Amended and agrees with Restated Credit Agreement dated as of February 7, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Engineering Group Inc., a Delaware corporation, the Designated Borrowers from time to time party thereto and each Lender and L/C IssuerIssuer from time to time party thereto. Pursuant to the provisions of Section 3.01(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) 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] [W-8BEN-E]. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 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[ ] Form of U.S. Tax Compliance Certificate sf-3344711 EXHIBIT M 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 the Amended and Restated Credit Agreement dated as of February 7, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Engineering Group Inc., a Delaware corporation, the Designated Borrowers from time to time party thereto and each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the 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] [W-8BEN-E] or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN] [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 PARTICIPANT] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] Form of U.S. Tax Compliance Certificate sf-3344711 EXHIBIT M FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of February 7, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Engineering Group Inc., a Delaware corporation, the Designated Borrowers from time to time party thereto and each Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN] [W-8BEN-E] or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN] [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 Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent as follows: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

OPINION MATTERS. The matters contained in the following Sections of the Credit Agreement should be covered by the legal opinion: • Section 5.01(a), (b) and (c) • Section 5.02 • Section 5.03 • Section 5.04 • Section 5.06 • Section 5.14(b) EXHIBIT G FORM OF JOINDER AGREEMENT THIS JOINDER IN GUARANTY (this “Joinder”) is executed as of , 200___ by 200___by , a [corporation/limited liability company/partnership] (“Joining Party”), and delivered to BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”), for the benefit of the Lenders (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined. Imation Corp. a Delaware corporation (“Imation”) and Imation Enterprises Corp., a Delaware corporation (“Enterprises”) (each of Imation and Enterprises is referred to individually herein as a “Borrower” and collectively as the “Borrowers”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Bank of America, N.A. as issuer of letters of credit for the account of the Borrowers (in such capacity, the “L/C Issuer”) and the Administrative Agent are parties to a Credit Agreement, dated as of March 29, 2006 (as amended, modified or supplemented from time to time, the “Credit Agreement”); The Joining Party is a direct or indirect Subsidiary of a Borrower and desires, or is required pursuant to the provisions of the Credit Agreement, to become a Guarantor under the Guaranty; and The Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of Letters of Credit for the account of, the Borrowers, in each case pursuant to the Credit Agreement and, accordingly, desires to execute this Joinder in order to (i) satisfy the requirements described in the preceding paragraph; and (ii) induce the Lenders to continue to make Loans and the Issuing Lender to issue Letters of Credit to the Borrowers; Accordingly, in consideration of the foregoing and other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby makes the following representations and warranties to the L/C Issuer, each Lender and the Administrative Agent and hereby covenants and agrees with the L/C Issuer, each Lender and the Administrative Agent as follows: