Common use of Pursuant to the provisions of Section Clause in Contracts

Pursuant to the provisions of Section. 10.1 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 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 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 of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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__] Reference is hereby made to the Credit Agreement dated as of May 31, 2012 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 2.15 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 Internal Revenue Code, (iviii) none of its direct or indirect partners/members it is not a ten “10 percent shareholder shareholder” of any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Internal Revenue Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue 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 non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-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 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 PARTICIPANT] By:___________________________________ : Name: Title: Date: [________ __, 20__[ ] (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of May 31November 18, 2012 2021, among Allegion Public Limited Company and Allegion US Holding Company Inc., as Borrowers, the Guarantors from time to time party thereto, the Banks and Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent (as extendedthe same may be amended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 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 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 any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowing Agent 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: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-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 the Borrowing Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrowing Agent 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 PARTICIPANTLENDER] By:___________________________________ Name: Title: Date: [________ __, 20__] Reference is hereby made to the Credit Agreement dated as of May 31, 2012 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 2.15 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 Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Bank 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, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-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 such Lender Bank 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 PARTICIPANT] By:___________________________________ : Name: Title: Date: [________ __, 20__[ ] (For Non-U.S. Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of May 31November 18, 2012 2021, among Allegion Public Limited Company and Allegion US Holding Company Inc., as Borrowers, the Guarantors from time to time party thereto, the Banks and Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent (as extendedthe same may be amended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 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 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 any 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-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-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__] Reference is hereby made to the Credit Agreement dated as of May 31, 2012 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 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 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 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 Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:_________________________ Name:_______________________ Title:________________________ Date: ________ __, 20[ ] Reference is hereby made to the Credit Agreement dated as of November 9, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto. 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 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 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 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[ ] Reference is hereby made to the Credit Agreement dated as of November 9, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among USA Technologies, Inc., a Pennsylvania corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, and each lender from time to time party thereto. Pursuant to the provisions of Section 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 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 any 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 any 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, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners 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:_______________________ Name: Title: :________________________ Date: [________ __, 20__[ ] Reference is hereby made to the Credit Agreement dated as of May 31November 9, 2012 2017 (as extendedamended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty MetalsUSA Technologies, IncInc., a Delaware corporation, and certain of its Subsidiaries Pennsylvania corporation (collectively, the “BorrowersBorrower”), Fifth Third the other Loan Parties, JPMorgan Chase Bank, N.A., as Administrative Agent (for the “Administrative Agent”)Lenders, and the Lenders each lender from time to time party thereto thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the “Lenders”sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s).) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole Beneficial Owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-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 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 Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:_________________________ Name:_______________________ Title:________________________ Date: ________ __, 20[ ]

Pursuant to the provisions of Section. 10.1 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 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 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 Borrowing Agent with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrowing Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrowing Agent 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 PARTICIPANTLENDER] By:___________________________________ Name: Title: Date: [________ __, 20__] Reference is hereby made to the Credit Agreement dated as of May 31, 2012 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank $25,000,000.02 $17,499,999.98 Bank of America, N.A. $28,333,333.33 $14,166,666.67 KeyBank National Association $15,000,000.00 $7,500,000.00 Sovereign Bank, as Administrative Agent (the “Administrative Agent”)N.A. $15,000,000.00 $7,500,000.00 Xxxxx Fargo Bank, N.A. $15,000,000.00 $7,500,000.00 Citibank, N.A. $13,333,333.33 $6,666,666.67 Citizens Bank of Pennsylvania $13,333,333.33 $6,666,666.67 Compass Bank $13,333,333.33 $6,666,666.67 HSBC Bank USA, N.A. $13,333,333.33 $6,666,666.67 PNC Bank, National Association $13,333,333.33 $6,666,666.67 Capital One, National Association $10,000,000.00 $5,000,000.00 Branch Banking and the Lenders from time to time party thereto (the “Lenders”).Trust Company $8,333,333.33 $4,166,666.67 Comerica Bank $6,666,666.67 $3,333,333.33 First Niagara Bank, N.A. $10,000,000.00 $0 Total $200,000,000.00 $100,000,000

Pursuant to the provisions of Section. 10.1 2.10 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-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the 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 Agreement and used herein shall have the meanings given to them in the Agreement. 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 hereby made to the Loan and Security Agreement dated as of June 27, 2016 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among PLUG POWER INC., a Delaware corporation, EMERGING POWER INC., a Delaware corporation, EMERGENT POWER INC., a Delaware corporation and each of their Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., formerly known as Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender. Pursuant to the provisions of Section 2.10 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) 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-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 Agreement and used herein shall have the meanings given to them in the Agreement. 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 the Loan and Security Agreement dated as of June 27, 2016 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among PLUG POWER INC., a Delaware corporation, EMERGING POWER INC., a Delaware corporation, EMERGENT POWER INC., a Delaware corporation and each of their Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., formerly known as Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender. Pursuant to the provisions of Section 2.10 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 to 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 any 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 any 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__[ ] EXHIBIT I-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement dated as of May 31June 27, 2012 2016 (as extendedamended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, IncPLUG POWER INC., a Delaware corporation, EMERGING POWER INC., a Delaware corporation, EMERGENT POWER INC., a Delaware corporation and certain each of its their Qualified Subsidiaries (collectively, hereinafter collectively referred to as the “BorrowersBorrower”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), several banks and the Lenders other financial institutions or entities from time to time party thereto parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., formerly known as Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “LendersAgent”).

Pursuant to the provisions of Section. 10.1 2.15 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 Internal Revenue Code, (iviii) none of its direct or indirect partners/members it is not a ten “10 percent shareholder shareholder” of any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(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 any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the U.S. 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-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 such Lender the U.S. Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the U.S. 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 PARTICIPANTBANK] By:___________________________________ : Name: Title: Date: [________ __, 20__[ ] (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of May 31November 18, 2012 2021, among Allegion Public Limited Company and Allegion US Holding Company Inc., as Borrowers, the Guarantors from time to time party thereto, the Banks and Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent (as extendedthe same may be amended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 2.09 of the Credit Financing 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 Internal Revenue Code, (iii) it is not a “ten percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Administrative Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Administrative Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Administrative 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By:_________________________________ Name: Title: Date: ________ __, 20[ ] Reference is made to that certain Financing Agreement, dated as of November [ ], 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among DBM Global Inc., a Delaware corporation (“DBM”), each subsidiary of DBM listed as a “Borrower” on the signature pages thereto (together with DBM and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of DBM listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), TCW Asset Management Company LLC (“TCW”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and TCW, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Pursuant to the provisions of Section 2.09 of the Financing 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 Internal Revenue Code, (iii) it is not a “ten percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ] Reference is made to that certain Financing Agreement, dated as of November [ ], 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among DBM Global Inc., a Delaware corporation (“DBM”), each subsidiary of DBM listed as a “Borrower” on the signature pages thereto (together with DBM and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of DBM listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), TCW Asset Management Company LLC (“TCW”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and TCW, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Pursuant to the provisions of Section 2.09 of the Financing 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 “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, (iv) none of its direct or indirect partners/members is a “ten percent shareholder shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue 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 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 in 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 Financing Agreement and used herein shall have the meanings given to them in the Credit Financing Agreement. [NAME OF PARTICIPANT] By:___________________________________ Name: Title: Date: [________ __, 20__[ ] Reference is hereby made to the Credit Agreement that certain Financing Agreement, dated as of May 31November [ ], 2012 2018 (as extendedamended, renewedrestated, amended supplemented or restated otherwise modified from time to time, the “Credit Financing Agreement”), by and among Globe Specialty Metals, IncDBM Global Inc., a Delaware corporationcorporation (“DBM”), each subsidiary of DBM listed as a “Borrower” on the signature pages thereto (together with DBM and certain of its Subsidiaries (each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), Fifth Third Bankeach subsidiary of DBM listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, as Administrative Agent (each a “Guarantor” and collectively, the “Administrative AgentGuarantors”), and the Lenders lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”)., TCW Asset Management Company LLC (“TCW”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and TCW, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”)..

Pursuant to the provisions of Section. 10.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation obligations 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 any the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to any the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (v) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States. 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 (in the case of an individual) or (ii) an IRS Form W-8IMY accompanied by W-8BEN-E (in the case of an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionentity), 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By:: ____________________________________ Name: 1000301987v14 Exhibit 10.1 Title: Date: [_________________ ____, 20__] __ 1000301987v14 Exhibit 10.1 EXHIBIT G-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 the Credit Loan Agreement dated as of May 31[__], 2012 20[14], by and among SPIRIT AIRLINES, INC., a Delaware corporation (the “Borrower”), BNP PARIBAS, acting through its New York Branch, NATIXIS, S.A., acting through its New York Branch, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE and KFW IPEX-BANK GMBH, as extendedoriginal senior lenders (in such capacity, renewed, amended or restated from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementSenior Lenders”), among Globe Specialty MetalsBNP PARIBAS, Incacting through its New York Branch, a Delaware corporationin its capacity as agent for the Senior Lenders (in such capacity, together with its successors and certain of its Subsidiaries (collectivelypermitted assigns, the “BorrowersSenior Facility Agent”), Fifth Third BankINVESTEC BANK PLC, as Administrative Agent original junior lender (in such capacity, together with its successors and permitted assigns, the “Administrative Junior Lenders”), INVESTEC BANK PLC, in its capacity as agent for the Junior Lenders (in such capacity, together with its successors and permitted assigns, the “Junior Facility Agent”), NATIXIS, S.A., acting through its New York Branch, in its capacity as documentation agent for the Senior Lenders (in such capacity, together with its successors and permitted assigns, the “Documentation Agent”), and the Lenders from time to time party thereto Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “LendersSecurity Trustee”).

Pursuant to the provisions of Section. 10.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation obligations 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 any the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to any the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (v) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States. 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 (in the case of an individual) or (ii) an IRS Form W-8IMY accompanied by W-8BEN-E (in the case of an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionentity), 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By:: ____________________________________ Name: Title: Date: [_________________ ____, 20__] __ 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 Credit Loan Agreement dated as of May 31[●], 2012 20[●], by and among SPIRIT AIRLINES, INC., a Delaware corporation (the “Borrower”), BNP PARIBAS, SUMITOMO MITSUI BANKING CORPORATION, SUMITOMO MITSUI BANK TRUST, LIMITED, NEW YORK BRANCH and BANCO DE SABADELL, S.A., MIAMI BRANCH, as extendedoriginal lenders (in such capacity, renewed, amended or restated from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementLenders”), among Globe Specialty MetalsBNP PARIBAS, Incin its capacity as agent for the Lenders (in such capacity, a Delaware corporation, together with its successors and certain of its Subsidiaries (collectivelypermitted assigns, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Facility Agent”), and the Lenders from time to time party thereto Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “LendersSecurity Trustee”).

Pursuant to the provisions of Section. 10.1 1.9 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the 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 Loan Parties with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor forms). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Loan Parties, and (2) the undersigned shall have at all times furnished the Loan Parties 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. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: ______________________________________ Name: Title: Date: ________ __, 20[ ] Reference is hereby made to the Credit and Security Agreement dated as of April 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “Borrower”), Tempur Sealy International, Inc., a Delaware corporation (“TPX”), as initial Master Servicer, Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo” or the “Lender”), and each lender from time to time party thereto. Pursuant to the provisions of Section 1.9 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 or IRS Form W-8BEN-E (or any successor forms). 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[ ] Reference is hereby made to the Credit and Security Agreement dated as of April 12, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “Borrower”), Tempur Sealy International, Inc., a Delaware corporation (“TPX”), as initial Master Servicer, Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo” or the “Lender”), and each lender from time to time party thereto. Pursuant to the provisions of Section 1.9 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 any 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 any 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 any successor form), (ii) an IRS Form W-8BEN-E (or any successor form) or (iiiii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor forms) 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[ ] Reference is hereby made to the Credit and Security Agreement dated as of April [ ], 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “Borrower”), Tempur Sealy International, Inc., a Delaware corporation (“TPX”), as initial Master Servicer, Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo” or the “Lender”), and each lender from time to time party thereto. Pursuant to the provisions of Section 1.9 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the 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), (iii) with respect to the extension of credit pursuant to this Credit Agreement, 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 Loan Parties 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 any successor form), (ii) an IRS Form W-8BEN-E (or any successor form) or (iii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor forms) 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 Loan Parties, and (2) the undersigned shall have at all times furnished the Loan Parties 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. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: __________________________________ Name: 6 Title: Date: [________ __, 20__[ ] Reference is hereby made Prior to the Credit Agreement dated as of SMMC Interim Borrowing Base Termination Date: $75M Post SMMC Interim Borrowing Base Termination Date: 1 Jan $85M $95M 2 Feb $85M $95M 3 Mar $85M $95M 4 Apr $100M $120M $120M 5 May 31$100M $120M 6 June $100M $120M 7 July $100M $120M 8 August $100M $120M 9 Sept $100M $120M 10 Oct $85M $95M 11 Nov $85M $95M 12 Dec $85M $95M [TEMPUR SEALY INTERNATIONAL, 2012 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”)INC.

Pursuant to the provisions of Section. 10.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation obligations 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 any the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to any the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (v) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States. The undersigned has furnished its participating Lender the Security Trustee 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 (in the case of an individual) or (ii) an IRS Form W-8IMY accompanied by W-8BEN-E (in the case of an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionentity), 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 Security Trustee, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Security Trustee 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By:: ____________________________________ Name: 1000301987v14 Exhibit 10.1 Title: Date: [_________________ ____, 20__] __ 1000301987v14 Exhibit 10.1 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 Loan Agreement dated as of May 31[__], 2012 20[14], by and among SPIRIT AIRLINES, INC., a Delaware corporation (the “Borrower”), BNP PARIBAS, acting through its New York Branch, NATIXIS, S.A., acting through its New York Branch, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE and KFW IPEX-BANK GMBH, as extendedoriginal senior lenders (in such capacity, renewed, amended or restated from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementSenior Lenders”), among Globe Specialty MetalsBNP PARIBAS, Incacting through its New York Branch, a Delaware corporationin its capacity as agent for the Senior Lenders (in such capacity, together with its successors and certain of its Subsidiaries (collectivelypermitted assigns, the “BorrowersSenior Facility Agent”), Fifth Third BankINVESTEC BANK PLC, as Administrative Agent original junior lender (in such capacity, together with its successors and permitted assigns, the “Administrative Junior Lenders”), INVESTEC BANK PLC, in its capacity as agent for the Junior Lenders (in such capacity, together with its successors and permitted assigns, the “Junior Facility Agent”), NATIXIS, S.A., acting through its New York Branch, in its capacity as documentation agent for the Senior Lenders (in such capacity, together with its successors and permitted assigns, the “Documentation Agent”), and the Lenders from time to time party thereto Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “LendersSecurity Trustee”).

Pursuant to the provisions of Section. 10.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation obligations 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 any the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to any the Borrower as described in Section 881(c)(3)(C) of the CodeCode and (v) its income from the Loans and the Loan Agreement is not effectively connected with the conduct of a trade or business within the United States. The undersigned has furnished its participating Lender the Security Trustee 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 (in the case of an individual) or (ii) an IRS Form W-8IMY accompanied by W-8BEN-E (in the case of an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionentity), 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 Security Trustee, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Security Trustee 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By:: ____________________________________ Name: Title: Date: [_________________ ____, 20__] __ 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 Loan Agreement dated as of May 31[●], 2012 20[●], by and among SPIRIT AIRLINES, INC., a Delaware corporation (the “Borrower”), BNP PARIBAS, SUMITOMO MITSUI BANKING CORPORATION, SUMITOMO MITSUI BANK TRUST, LIMITED, NEW YORK BRANCH and BANCO DE SABADELL, S.A., MIAMI BRANCH, as extendedoriginal lenders (in such capacity, renewed, amended or restated from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementLenders”), among Globe Specialty MetalsBNP PARIBAS, Incin its capacity as agent for the Lenders (in such capacity, a Delaware corporation, together with its successors and certain of its Subsidiaries (collectivelypermitted assigns, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Facility Agent”), and the Lenders from time to time party thereto Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “LendersSecurity Trustee”).

Pursuant to the provisions of Section. 10.1 11.1 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 any 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 any 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 non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (ii) or an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest 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 PARTICIPANT] By:___________________________________ Name: Title: Date: [________ __, 20__[ ] Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of May 31August 6, 2012 2015, among Black Hills Corporation, a South Dakota Corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as extendedthe same may be amended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 11.1 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 any 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 any 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 W-8BEN-E (ii) or an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest 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 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 PARTICIPANTBANK] By:___________________________________ Name: Title: Date: [________ __, 20__[ ] Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of May 31August 6, 2012 2015, among Black Hills Corporation, a South Dakota Corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as extendedthe same may be amended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).

Pursuant to the provisions of Section. 10.1 2.16 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 applicable 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 applicable Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the applicable Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or 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 applicable Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the applicable 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[ ] Reference is hereby made to the ABL Credit Agreement dated as of August 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meanings given such terms in the Credit Agreement), among LSF9 Cypress Parent LLC, a Delaware limited liability company (“Holdings”), LSF9 Cypress Holdings LLC, a Delaware limited liability company (the “Initial Borrower”, and together with the Additional US Borrowers and the Canadian Borrowers, the “Borrowers”, and each, a “Borrower), the several banks and other financial institutions or entities from time to time parties thereto as lenders and as issuing banks and Xxxxxxx Sachs Bank USA, as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and Bank of America, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”). Pursuant to the provisions of Section 2.16 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 applicable 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 applicable 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 or 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 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 PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the ABL Credit Agreement dated as of August 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meanings given such terms in the Credit Agreement), among LSF9 Cypress Parent LLC, a Delaware limited liability company (“Holdings”), LSF9 Cypress Holdings LLC, a Delaware limited liability company (the “Initial Borrower”, and together with the Additional US Borrowers and the Canadian Borrowers, the “Borrowers”, and each, a “Borrower), the several banks and other financial institutions or entities from time to time parties thereto as lenders and as issuing banks and Xxxxxxx Xxxxx Bank USA, as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and Bank of America, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”). Pursuant to the provisions of Section 2.16 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 any the applicable 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 any the applicable 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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-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 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__[ ] Reference is hereby made to the ABL Credit Agreement dated as of May 31August 9, 2012 2016 (as extendedamended, renewedrestated, amended and restated, supplemented or restated otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meanings given such terms in the Credit Agreement), among Globe Specialty Metals, IncLSF9 Cypress Parent LLC, a Delaware corporationlimited liability company (“Holdings”), LSF9 Cypress Holdings LLC, a Delaware limited liability company (the “Initial Borrower”, and certain of its Subsidiaries (collectivelytogether with the Additional US Borrowers and the Canadian Borrowers, the “Borrowers”, and each, a “Borrower), Fifth Third Bankthe several banks and other financial institutions or entities from time to time parties thereto as lenders and as issuing banks and Xxxxxxx Sachs Bank USA, as Administrative Agent administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and Bank of America, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”). Pursuant to the provisions of Section 2.16 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 applicable 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 applicable Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Lenders applicable Borrower with IRS Form W-8IMY accompanied by one of the following forms for each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-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 the applicable Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the applicable 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[ ] Xxxxxxx Xxxxx Bank USA 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attention: SBD Loan Operations Telephone: 000-000-0000 Facsimile: 000-000-0000 / 000-000-0000 E-mail: xxxxx-xxxxxxxxxx@xx.xxx Ladies and Gentlemen: Pursuant to Section 2.3 of that certain ABL Credit Agreement dated as of August 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meanings given such terms in the Credit Agreement), among LSF9 Cypress Parent LLC, a Delaware limited liability company (“Holdings”), LSF9 Cypress Holdings LLC, a Delaware limited liability company (the “Initial Borrower”, and together with the Additional US Borrowers and the Canadian Borrowers, the “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time party thereto parties to the Credit Agreement as lenders and as issuing banks and Xxxxxxx Sachs Bank USA, as administrative agent (together with its successors and permitted assigns in such capacity, the “LendersAdministrative Agent”) and Bank of America, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”)., the [Initial Borrower][undersigned Additional US Borrower][undersigned Canadian Borrower] hereby requests a Revolving Credit Loan under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Loan:

Pursuant to the provisions of Section. 10.1 11.1 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 any 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 any 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 of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (or an applicable successor form) 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 Bank 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 PARTICIPANT] By:___________________________________ Name: Title: Date: [________ __, 20__[ ] Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of May 31August 6, 2012 2015, among Black Hills Corporation, a South Dakota Corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions from time to time party thereto (as extendedthe same may be amended, renewed, amended supplemented or restated otherwise modified from time to time, the “Credit Agreement”), among Globe Specialty Metals, Inc, a Delaware corporation, and certain of its Subsidiaries (collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent (the “Administrative Agent”), and the Lenders from time to time party thereto (the “Lenders”).