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

Pursuant to the provisions of Section. 11.1 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 W-8BEN-E (or an applicable 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 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 BANK] By: Name: Title: Date: ________ __, 20[ ] 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 Bridge Term Loan Credit Agreement dated as of August 6, 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 the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Black Hills Corp /Sd/)

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Pursuant to the provisions of Section. 11.1 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 (or an applicable successor form)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, 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. 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 BANKLENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 H-2 to the ABL Credit Agreement [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan ABL Credit Agreement dated as of August 69, 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 2016 (as the same may be 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[ ] EXHIBIT H-3 to the ABL Credit Agreement [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 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 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 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. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT H-4 to the ABL Credit Agreement [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 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 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 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[ ] EXHIBIT I to the ABL Credit Agreement FORM OF BORROWING REQUEST [Date] 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 [LSF9 Cypress Holdings LLC][Additional US Borrower][Canadian Borrower] 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 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 “Administrative 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:

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Foundation Building Materials, Inc.)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) obligations 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 Code, (iv) it is not a controlled foreign corporation related to 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 the Administrative Agent Security Trustee and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor formentity), 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 AgentSecurity Trustee, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent 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 BANKLENDER] By: ____________________________________ Name: Title: Date: _________________ ____, 20[ ] ____ Exhibit 10.1 EXHIBIT G-2 [FORM OF] 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 Bridge Term Loan Credit Agreement dated as of August 6[●], 201520[●], by and among Black Hills CorporationSPIRIT AIRLINES, INC., a South Dakota Corporation Delaware corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; BNP PARIBAS, SUMITOMO MITSUI BANKING CORPORATION, SUMITOMO MITSUI BANK TRUST, LIMITED, NEW YORK BRANCH and the financial institutions from time to time party thereto BANCO DE SABADELL, S.A., MIAMI BRANCH, as original lenders (as the same may be amendedin such capacity, supplemented or otherwise modified from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementLenders”), BNP PARIBAS, in its capacity as agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Facility Agent”), and Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “Security Trustee”).

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

Pursuant to the provisions of Section. 11.1 1.9 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (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 Loan Parties with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable any successor formforms). 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 AgentLoan 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[ ] EXHIBIT X 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 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 Administrative Agent 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 BANKPARTICIPANT] By: ________________________________ Name: Title: Date: ________ __, 20[ ] Performance Undertaking EXHIBIT G-2 [FORM OF] XI 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 Bridge Term Loan Credit and Security Agreement dated as of August 6April 12, 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 2017 (as the same may be 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN (or 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 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: Performance Undertaking Date: ________ __, 20[ ] EXHIBIT XII [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 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[ ] SCHEDULE A COMMITMENT Prior to the SMMC Interim Borrowing Base Termination Date: $75M Post SMMC Interim Borrowing Base Termination Date: Month 2017 2018 2019 1 Jan $85M $95M 2 Feb $85M $95M 3 Mar $85M $95M 4 Apr $100M $120M $120M 5 May $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 SCHEDULE B CLOSING DOCUMENTS [TEMPUR SEALY INTERNATIONAL, INC. - - - CLOSING CHECKLIST - - - TRADE RECEIVABLES SECURITIZATION DATE OF CLOSING: APRIL 12, 2017 PARTIES

Appears in 1 contract

Samples: Credit and Security Agreement (Tempur Sealy International, Inc.)

Pursuant to the provisions of Section. 11.1 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 Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or an applicable successor form). 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 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 BANKLENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 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 Bridge Term Loan Credit and Security Agreement dated as of August 6June 27, 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 2016 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit 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. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to 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 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-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the 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 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 (in such capacity, the “Agent”).

Appears in 1 contract

Samples: Loan and Security Agreement

Pursuant to the provisions of Section. 11.1 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 Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the CodeCode and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or W-8BEN-E (or an applicable 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 the Borrower Borrowers and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF BANKLENDER] By: Name: Title: Date: ________ __, 20[ ] __ EXHIBIT G-2 [E-2 FORM OF] U.S. OF U.S TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of May 16, 2011 among Telvent Canada Ltd., Telvent USA Corporation and Telvent DTN, Inc., the Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”). 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 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, neither the undersigned nor any of its 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 partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members 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 Borrowers and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20__ EXHIBIT E-3 FORM OF U.S TAX CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6May 16, 20152011 among Telvent Canada Ltd., among Black Hills CorporationTelvent USA Corporation and Telvent DTN, a South Dakota Corporation (Inc., the “Borrower”); Credit Suisse AG, Cayman Islands Branch; and the financial institutions Lenders from time to time party parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”).. 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 Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20__ EXHIBIT E-4 FORM OF U.S TAX CERTIFICATE (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 16, 2011 among Telvent Canada Ltd., Telvent USA Corporation and Telvent DTN, Inc., the Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the “Credit Agreement”). 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 partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its 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 partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrowers as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members 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__

Appears in 1 contract

Samples: Credit Agreement (Telvent Git S A)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) obligations 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 Code, (iv) it is not a controlled foreign corporation related to 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 the Administrative Agent Security Trustee and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor formentity), 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 AgentSecurity Trustee, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent 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 BANKLENDER] By: ____________________________________ 1000301987v14 Exhibit 10.1 Name: Title: Date: _________________ ____, 20[ ] ____ 1000301987v14 Exhibit 10.1 EXHIBIT G-2 [FORM OF] 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 Bridge Term Loan Credit Agreement dated as of August 6[__], 201520[14], by and among Black Hills CorporationSPIRIT AIRLINES, INC., a South Dakota Corporation Delaware corporation (the “Borrower”); Credit Suisse AG, Cayman Islands BNP PARIBAS, acting through its New York Branch; , NATIXIS, S.A., acting through its New York Branch, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE and the financial institutions from time to time party thereto KFW IPEX-BANK GMBH, as original senior lenders (as the same may be amendedin such capacity, supplemented or otherwise modified from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementSenior Lenders”), BNP PARIBAS, acting through its New York Branch, in its capacity as agent for the Senior Lenders (in such capacity, together with its successors and permitted assigns, the “Senior Facility Agent”), INVESTEC BANK PLC, as original junior lender (in such capacity, together with its successors and permitted assigns, the “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 Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “Security Trustee”).

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

Pursuant to the provisions of Section. 11.1 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)) 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 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 its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or an applicable 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 the Borrower and the Administrative Agentsuch Bank in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such 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 BANKPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 G-3 [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 Bridge Term Loan Credit Agreement dated as of August 6, 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 the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Black Hills Corp /Sd/)

Pursuant to the provisions of Section. 11.1 10.1 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)) participation in respect of which it is providing this certificate, (ii) it 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 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, (iiiiv) it none of its direct or indirect partners/members is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (ivv) it none of its direct or indirect partners/members is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the Administrative Agent and the Borrower with a certificate following forms from each of its non-U.S. Person status on partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (or ii) an applicable successor form)IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF BANKPARTICIPANT] By: :___________________________________ Name: Title: Date: [________ __, 20[ ] EXHIBIT G-2 [FORM OF__] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6May 31, 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 2012 (as the same may be amendedextended, supplemented renewed, amended or otherwise modified 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”).

Appears in 1 contract

Samples: Credit Agreement (Globe Specialty Metals Inc)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) obligations 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 Code, (iv) it is not a controlled foreign corporation related to 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 the Administrative Agent and the Borrower its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor formentity), 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF BANKPARTICIPANT] By: ____________________________________ Name: Title: Date: _________________ ____, 20[ ] ____ Exhibit 10.1 EXHIBIT G-2 [G-3 FORM OF] 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 Bridge Term Loan Credit Agreement dated as of August 6[●], 201520[●], by and among Black Hills CorporationSPIRIT AIRLINES, INC., a South Dakota Corporation Delaware corporation (the “Borrower”); Credit Suisse AG, Cayman Islands Branch; BNP PARIBAS, SUMITOMO MITSUI BANKING CORPORATION, SUMITOMO MITSUI BANK TRUST, LIMITED, NEW YORK BRANCH and the financial institutions from time to time party thereto BANCO DE SABADELL, S.A., MIAMI BRANCH, as original lenders (as the same may be amendedin such capacity, supplemented or otherwise modified from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementLenders”), BNP PARIBAS, in its capacity as agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Facility Agent”), and Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “Security Trustee”).

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

Pursuant to the provisions of Section. 11.1 2.15 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent Lender and the Borrower Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or an applicable successor form). 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 Borrowers and the Administrative AgentLender, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent 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 BANKLENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 [C-2 FORM OF] OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. Federal Income Tax PurposesFEDERAL INCOME TAX PURPOSES) Reference is hereby made to the Bridge Term Loan Third Amended and Restated Credit Agreement dated as of August 626, 20152019, among Black Hills Corporationbetween Xxxxxxxxxx Xxxxxxxx X.X., a South Dakota Corporation (the “Borrower”); Credit Suisse AGXxxxxxxxxx XXX Xxxxxx Holdings Inc., Cayman Islands Branch; Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC, as borrowers, Brookfield Business Partners L.P., as guarantor, and the financial institutions from time to time party thereto BPEG US Inc., as lender (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).. Pursuant to the provisions of Section 2.15 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Lender and the Borrowers 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-E or (ii) an IRS Form W- 8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Lender, and (2) the undersigned shall have at all times furnished the Borrowers and the 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 LENDER] By: Name: Title: Date: , 20[ ]

Appears in 1 contract

Samples: Credit Agreement (Brookfield Business Partners L.P.)

Pursuant to the provisions of Section. 11.1 2.9 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) obligations 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 Code, (iv) it is not a controlled foreign corporation related to 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 the Administrative Agent and the Borrower its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN (in the case of an individual) or IRS Form W-8BEN-E (or in the case of an applicable successor formentity), 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF BANKPARTICIPANT] By: ____________________________________ 1000301987v14 Exhibit 10.1 Name: Title: Date: _________________ ____, 20[ ] ____ 1000301987v14 Exhibit 10.1 EXHIBIT G-2 [G-3 FORM OF] 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 Bridge Term Loan Credit Agreement dated as of August 6[__], 201520[14], by and among Black Hills CorporationSPIRIT AIRLINES, INC., a South Dakota Corporation Delaware corporation (the “Borrower”); Credit Suisse AG, Cayman Islands BNP PARIBAS, acting through its New York Branch; , NATIXIS, S.A., acting through its New York Branch, LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE and the financial institutions from time to time party thereto KFW IPEX-BANK GMBH, as original senior lenders (as the same may be amendedin such capacity, supplemented or otherwise modified from time to timetogether with their respective successors and permitted assigns, the “Credit AgreementSenior Lenders”), BNP PARIBAS, acting through its New York Branch, in its capacity as agent for the Senior Lenders (in such capacity, together with its successors and permitted assigns, the “Senior Facility Agent”), INVESTEC BANK PLC, as original junior lender (in such capacity, together with its successors and permitted assigns, the “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 Wilmington Trust Company, as security trustee (in such capacity, together with its successors and permitted assigns, the “Security Trustee”).

Appears in 1 contract

Samples: Framework Agreement (Spirit Airlines, Inc.)

Pursuant to the provisions of Section. 11.1 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner 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 (or an applicable successor form)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 BANKLENDER] By: :_________________________ Name: :_______________________ Title: :________________________ Date: ________ __, 20[ ] EXHIBIT G-2 C-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 Bridge Term Loan Credit Agreement dated as of August 6November 9, 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 2017 (as the same may be 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[ ] EXHIBIT C-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 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 of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, 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 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 C-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 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 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[ ]

Appears in 1 contract

Samples: Credit Agreement (Usa Technologies Inc)

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Pursuant to the provisions of Section. 11.1 10.1 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)) 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code]. The undersigned has furnished the Administrative Agent and the Borrower its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or an applicable 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 the Borrower and the Administrative Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF BANKPARTICIPANT] By: :___________________________________ Name: Title: Date: [________ __, 20[ ] 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 Bridge Term Loan Credit Agreement dated as of August 6May 31, 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 2012 (as the same may be amendedextended, supplemented renewed, amended or otherwise modified 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”).

Appears in 1 contract

Samples: Credit Agreement (Globe Specialty Metals Inc)

Pursuant to the provisions of Section. 11.1 2.15 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent Lender and the Borrower Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or an applicable successor form). 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 Borrowers and the Administrative AgentLender, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent 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 BANKLENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 [XXXXXXX X-0 FORM OF] OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. Federal Income Tax PurposesFEDERAL INCOME TAX PURPOSES) Reference is hereby made to the Bridge Term Loan Second Amended and Restated Credit Agreement dated as of August 6October 17, 20152017 between Xxxxxxxxxx Xxxxxxxx X.X., among Black Hills CorporationXxxxxxxxxx XXX Xxxxxx Holdings Inc., a South Dakota Corporation (the “Borrower”); Credit Suisse AGBrookfield BBP Bermuda Holdings Limited, Cayman Islands Branch; Brookfield BBP US Holdings LLC, as borrowers, Brookfield Business Partners L.P., as guarantor, and the financial institutions from time to time party thereto BPEG US Inc., as lender (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).. Pursuant to the provisions of Section 2.15 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Lender and the Borrowers 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-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Lender, and (2) the undersigned shall have at all times furnished the Borrowers and the 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 LENDER] By: Name: Title: Date: ________ __, 20[ ]

Appears in 1 contract

Samples: Credit Agreement (Brookfield Business Partners L.P.)

Pursuant to the provisions of Section. 11.1 2.15 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)) 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 “10 percent shareholder shareholder” of the any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form)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 Agentsuch Bank in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent such 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 BANKPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 K-3 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6November 18, 20152021, among Black Hills CorporationAllegion Public Limited Company and Allegion US Holding Company Inc., a South Dakota Corporation (as Borrowers, the “Borrower”); Credit Suisse AGGuarantors from time to time party thereto, Cayman Islands Branch; the Banks and the financial institutions Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Pursuant to the provisions of Section. 11.1 2.15 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 Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue 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 W-8BEN-E (or an applicable 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 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 BANK] By: Name: Title: Date: ________ __, 20[ ] 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 Bridge Term Loan Credit Agreement dated as of August 6March 20, 20152014, among Black Hills CorporationXxxxxxxxx-Xxxx Global Holding Company Limited, a South Dakota Corporation (the “as Borrower”); Credit Suisse AG, Cayman Islands Branch; Xxxxxxxxx-Xxxx plc and the financial institutions from time to time party other Guarantors listed on the signature pages thereto, the Banks listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).. Pursuant to the provisions of Section 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) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN (or applicable 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 Bank in writing, and (2) the undersigned shall have at all times furnished such 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[ ] [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement dated as of March 20, 2014, among Xxxxxxxxx-Xxxx Global Holding Company Limited, as Borrower, Xxxxxxxxx-Xxxx plc and the other Guarantors listed on the signature pages thereto, the Banks listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Pursuant to the provisions of Section 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 percent shareholder of the Borrower within the meaning of Section 881(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 the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating 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 applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or 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 Bank and (2) the undersigned shall have at all times furnished such 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[ ] EXHIBIT K-4 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement dated as of March 20, 2014, among Xxxxxxxxx-Xxxx Global Holding Company Limited, as Borrower, Xxxxxxxxx-Xxxx plc and the other Guarantors listed on the signature pages thereto, the Banks listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Pursuant to the provisions of Section 2.15 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 Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(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 the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue 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 applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or 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 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 BANK] By: Name: Title:

Appears in 1 contract

Samples: Credit Agreement (Ingersoll-Rand PLC)

Pursuant to the provisions of Section. 11.1 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the 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 W-8BEN-E (or an applicable 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 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 Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF BANKLENDER] By: Name: Title: Date: ____________ __, 20[ ] 2014 E-1-1 EXHIBIT G-2 E-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 Bridge Term Loan Credit Agreement dated as of August 6October 21, 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 2014 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)., among Xxxxx Xxxxx Corp. (the “Administrative Borrower”), the Lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to 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-8BEN or any successor thereto, including 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 Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ____________ __, 2014 E-2-1 EXHIBIT E-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 Agreement dated as of October 21, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Xxxxx Corp. (the “Administrative Borrower”), the Lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative 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 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 any successor thereto, including IRS Form W-8BEN-E, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or any successor thereto, including IRS Form W-8BEN-E, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ____________ __, 2014 E-3-1 EXHIBIT E-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 Agreement dated as of October 21, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Xxxxx Corp. (the “Administrative Borrower”), the Lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative 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 the 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 the Administrative Agent and the Administrative 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 any successor thereto, including IRS Form W-8BEN-E, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or any successor thereto, including IRS Form W-8BEN-E, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ____________ __, 2014

Appears in 1 contract

Samples: Credit Agreement (Eaton Vance Corp)

Pursuant to the provisions of Section. 11.1 10.1 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowing Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E (or an applicable 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 the Borrower Borrowing Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower 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 BANKLENDER] By: :___________________________________ Name: Title: Date: [________ __, 20[ ] 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 Bridge Term Loan Credit Agreement dated as of August 6May 31, 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 2012 (as the same may be amendedextended, supplemented renewed, amended or otherwise modified 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”).

Appears in 1 contract

Samples: Credit Agreement (Globe Specialty Metals Inc)

Pursuant to the provisions of Section. 11.1 2.15 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 Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the any U.S. Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the any U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the U.S. Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or an applicable successor form)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 U.S. Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished 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 BANK] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 K-2 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Bridge Term Loan Credit Agreement dated as of August 6November 18, 20152021, among Black Hills CorporationAllegion Public Limited Company and Allegion US Holding Company Inc., a South Dakota Corporation (as Borrowers, the “Borrower”); Credit Suisse AGGuarantors from time to time party thereto, Cayman Islands Branch; the Banks and the financial institutions Issuing Banks from time to time party thereto and Bank of America, N.A., as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Allegion PLC)

Pursuant to the provisions of Section. 11.1 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(snote(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder shareholder” of the 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 corporation” related to the 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 (or an applicable successor form). E. By executing this certificate, the undersigned agrees that (1) if the information provided on 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 Credit Financing Agreement and used herein shall have the meanings given to them in the Credit Financing Agreement. [NAME OF BANKLENDER] By: :_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT G-2 [F-2 FORM OF] 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 Bridge Term Loan Credit Agreement that certain Financing Agreement, dated as of August 6November [ ], 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 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit 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[ ] EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 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” 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” 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” 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 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 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF PARTICIPANT] By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain 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”)..

Appears in 1 contract

Samples: Financing Agreement (Hc2 Holdings, Inc.)

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