TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.
Appears in 3 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Credit Agreement dated as of February [7]August 21, 2019 2013 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d3.12(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of August 21, 2013 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 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 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 or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ]
Appears in 2 contracts
Samples: Credit Agreement (Columbia Property Trust, Inc.), Credit Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated the Credit Agreement made as of February [7]the 19th day of July, 2019 (as modified, amended, extended, restated, amended and restated or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ), by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors financial institutions from time to time party thereto, the lenders listed on the Schedule of Lenders attached signatory thereto (each individually, individually a “Lender,” and collectively, any and all such financial institutions collectively the “Lenders”) and Victory Park Management), LLCComerica Bank, as administrative agent and collateral agent Administrative Agent for the Lenders (in such capacity, the “Agent”) for the Lenders ), and the Holders Accolade, Inc. (as defined therein“Borrower”). Pursuant to the provisions of Section 2.6(d13.13(a) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code Internal Revenue Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or [W-8BEN/ W-8BEN-E, as applicable]. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT L-3
Appears in 2 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of February [7]April 28, 2019 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Agreement”) by ). Capitalized terms used herein and among EF SPV, Ltd., an exempted company incorporated with limited liability under not otherwise defined herein shall have the laws of meanings assigned to them in the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Agreement. Pursuant to the provisions of Section 2.6(d5.03(f) of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.]
Appears in 2 contracts
Samples: Receivables Financing Agreement (BrightView Holdings, Inc.), Receivables Financing Agreement (BrightView Holdings, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Loan and Security Agreement dated as of February [7]March 30, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among (i) THE TRADE DESK, INC., a Delaware corporation (together with each person who thereafter becomes party thereto as a borrower), (ii) each of the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, financial institutions identified as a “Lender” on Annex A of the Credit Agreement and collectively(iii) CITIBANK, N.A., a national banking association, acting not individually but as agent on behalf of, and for the “Lenders”) and Victory Park Managementbenefit of, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)all other Secured Parties. Pursuant to the provisions of Section 2.6(d) 4.11 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: By Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank U.S. TAX COMPLIANCE CERTIFICATE (“Lender”For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.attached)
Appears in 2 contracts
Samples: Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated the Credit Agreement made as of February [7]the 19th day of July, 2019 (as modified, amended, extended, restated, amended and restated or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ), by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors financial institutions from time to time party thereto, the lenders listed on the Schedule of Lenders attached signatory thereto (each individually, individually a “Lender,” and collectively, any and all such financial institutions collectively the “Lenders”) and Victory Park Management), LLCComerica Bank, as administrative agent and collateral agent Administrative Agent for the Lenders (in such capacity, the “Agent”) for the Lenders ), and the Holders Accolade, Inc. (as defined therein“Borrower”). Pursuant to the provisions of Section 2.6(d13.13(a) of the Financing Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(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, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or [W-8BEN/ W-8BEN-E, as applicable]. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT L-2
Appears in 2 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Fourth Amended and Restated Credit Agreement, dated as of February [7]October 9, 2019 2022 (as amended, modified, amended, extended, restated, amended and restated supplemented or supplemented extended from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the Guarantors from time to time party theretoform of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders listed on the Schedule of Lenders attached thereto (each individually, identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and Victory Park Management(iii) BLOCKCHAIN ACCESS UK LIMITED, LLCacting not individually but as agent on behalf of, as administrative agent and collateral agent for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 4.10 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERXXXXXX] By: Name: Title: Date: ________ __, 20202[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT G-2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) (attached) 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 Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and EF Marketing(iii) BLOCKCHAIN ACCESS UK LIMITED, LLC acting not individually but as agent on behalf of, and Elevate Decision Sciencesfor the benefit of, LLC the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”). Pursuant to the provisions of Section 4.10 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 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: , 202[ ] EXHIBIT G-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) (attached) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Service Provider”and collectively”Service ProvidersLender” and, collectively, the “Lenders”) and (iii) BLOCKCHAIN ACCESS UK LIMITED, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in such capacity, together with its successors and assigns, if any, in such capacity, therein called the “Agent”). Pursuant to the provisions of Section 4.10 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 to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any 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 Rise Loan 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: (“Product”i) Program Guidelines are agreed upon an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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: , 202[ ] EXHIBIT G-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) (attached) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement, dated as of October 9, 2022 (as amended, modified, supplemented or extended from time to time time, the “Credit Agreement”), among (i) GRIID INFRASTRUCTURE LLC, a Delaware limited liability company and those additional Persons that are joined as a party thereto as borrowers by Lender executing the form of Joinder attached thereto as Exhibit F-2 (each, a “Borrower” and Service Providers individually and collectively, jointly and severally, the “Borrowers”), (ii) each of the lenders identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, if any, and any Additional Lenders, each a “Lender” and, collectively, the “Lenders”) and (iii) BLOCKCHAIN ACCESS UK LIMITED, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (in accordance such capacity, together with its successors and assigns, if any, in such capacity, therein called the Technology “Agent”). Pursuant to the provisions of Section 4.10 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and Support (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 Agent 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 or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By: Name: Title:
Appears in 2 contracts
Samples: Credit Agreement (Adit EdTech Acquisition Corp.), Credit Agreement (Adit EdTech Acquisition Corp.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7]July 13, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVMastech Digital, Ltd.Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Pennsylvania corporation (the “BorrowerMDI”), each of the other Borrowers (as defined therein) party thereto from time to time, the Guarantors (as defined therein) party thereto from time to time, the Lenders (as defined therein) party thereto from time to time party theretoand PNC Bank, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCNational Association, as administrative agent and collateral agent (the “Agent”) for the Lenders and (in such capacity, the Holders (as defined therein“Administrative Agent”). Pursuant to the provisions of Section 2.6(d) 6.9.7 [Status of Lenders] of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (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” corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowing Agent with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERXXXXXX] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT 6.9.7(B) [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of July 13, 2017 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”), among Mastech Digital, Inc., a Pennsylvania corporation (the “MDI”), each of the other Borrowers (as defined therein) and EF Marketingparty thereto from time to time, LLC and Elevate Decision Sciencesthe Guarantors (as defined therein) party thereto from time to time, LLC the Lenders (each a “Service Provider”and collectively”Service Providers”as defined therein) The Rise Loan (“Product”) Program Guidelines are agreed upon party thereto from time to time and PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 6.9.7 [Status of Lenders] 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 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. 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 6.9.7(C) [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 July 13, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Mastech Digital, Inc., a Pennsylvania corporation (the “MDI”), each of the other Borrowers (as defined therein) party thereto from time to time, the Guarantors (as defined therein) party thereto from time to time, the Lenders (as defined therein) party thereto from time to time and PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 6.9.7 [Status of Lenders] 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 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (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 6.9.7(D) [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 July 13, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Mastech Digital, Inc., a Pennsylvania corporation (the “MDI”), each of the other Borrowers (as defined therein) party thereto from time to time, the Guarantors (as defined therein) party thereto from time to time, the Lenders (as defined therein) party thereto from time to time and PNC Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 6.9.7 [Status of Lenders] 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 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 the Administrative Agent and the Borrowing Agent with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowing Agent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowing Agent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By: Name: Title: Date: , 20[ ] EXHIBIT 9.2.6 FORM OF ACQUISITION COMPLIANCE CERTIFICATE , 20 PNC Bank, National Association, as Administrative Agent The Tower at PNC Plaza 000 Xxxxx Xxxxxx Pittsburgh, PA 15222 Ladies and Gentlemen: I refer to the Credit Agreement, dated as of July 13, 2017, by and among Mastech Digital, Inc., a Pennsylvania corporation (“MDI”), each of the other Borrowers party thereto from time to time, each of the Guarantors (as defined therein) party thereto from time to time, PNC Bank, National Association (“PNC Bank”) and various other financial institutions from time to time party thereto (PNC Bank and such other financial institutions are each a “Lender” and collectively, the “Lenders”) and PNC Bank, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) (as may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. [insert name of applicable Loan Party] intends to enter into a Permitted Acquisition with [enter name of the target company] pursuant to which [insert name of applicable Loan Party] will [provide a brief description of the transactions contemplated by such Permitted Acquisition, including without limitation the dollar amount of such Permitted Acquisition]. This Certificate is delivered to the Administrative Agent in accordance with Section 9.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] of the Technology Credit Agreement. I, the [Chief Executive Officer/President/Chief Financial Officer] of the Borrowing Agent, do hereby certify, solely in my capacity as an officer of the Borrowing Agent and Support Agreement and Joint Marketing Agreement each not in my individual capacity, as of , 20 , which is entered into by Lender and a Service Provider.at least five (5) days prior to any Permitted Acquisition (the “Report Date”), as follows:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, First Amended and Restated Senior Secured Credit Agreement dated as of February [7]March 13, 2019 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVHealthcare Trust Operating Partnership, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d§4.3(g)(ii)(B)(3) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ______, 20__ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.XXXXXXX X-0
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated as of February [7]July 31, 2019 2020 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF EC SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.AGREEMENT
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Third Amended and Restated Credit Agreement dated as of February [7]April 27, 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVXxxxxx Validus Operating Partnership II, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LP (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.3 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ EXHIBIT N-2
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7November [ ], 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented from time to timeotherwise modified, the “Financing Credit Agreement”) ), by and among EF SPVPremier Healthcare Alliance, Ltd.L.P., an exempted company incorporated with a California limited liability under the laws of the Cayman Islands partnership, Premier Supply Chain Improvement, Inc., a Delaware corporation, and Premier Healthcare Solutions, Inc., a Delaware Corporation (collectively, the “BorrowerCo-Borrowers”), Premier Services, LLC (“Holdings”) and the Guarantors other Guarantors, the lenders from time to time party theretothereto (collectively, the lenders listed on the Schedule of Lenders attached thereto (each “Lenders” and individually, a “Lender” and collectively, the “Lenders”) and Victory Park ManagementXxxxx Fargo Bank, LLCNational Association, as administrative agent Administrative Agent. Capitalized terms used herein and collateral agent (not defined herein shall have the “Agent”) for meanings assigned thereto in the Lenders and the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d3.01(g) of the Financing Credit Agreement, the undersigned hereby certifies that (ia) 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, (b) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iic) it is not a “10 ten percent shareholder” (10%) shareholder of the any Co-Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiid) it is not a “controlled foreign corporation” corporation related to any Co-Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Co-Borrowers with executed originals 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 (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Co-Borrowers and the Agent, Administrative Agent and (2b) the undersigned shall have at all times furnished the Borrower Co-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 (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 2020 Form of U.S. Tax Compliance Certificate – Foreign Lenders (Not Partnerships) EXHIBIT “H-2” ATTACHED TO AND MADE A PART OF THAT CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT, INC. AND PREMIER HEALTHCARE SOLUTIONS, INC., AS CO-BORROWERS, THE GUARANTORS PARTY THERETO, THE LENDERS PARTY THERETO AND XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, DATED AS OF NOVEMBER [ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank ], 2018 U.S. TAX COMPLIANCE CERTIFICATE (For non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November [ ], 2018 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Premier Healthcare Alliance, L.P., a California limited partnership, Premier Supply Chain Improvement, Inc., a Delaware corporation, and Premier Healthcare Solutions, Inc., a Delaware Corporation (collectively, the “Co-Borrowers”), Premier Services, LLC (“Holdings”) and the other Guarantors, the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and EF MarketingXxxxx Fargo Bank, LLC National Association, as Administrative Agent. Capitalized terms used herein and Elevate Decision Sciencesnot defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 3.01(g) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of any Co-Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to any Co-Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (b) 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 (2) calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Not Partnerships) EXHIBIT “H-3” ATTACHED TO AND MADE A PART OF THAT CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT, INC. AND PREMIER HEALTHCARE SOLUTIONS, INC., AS CO-BORROWERS, THE GUARANTORS PARTY THERETO, THE LENDERS PARTY THERETO AND XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, DATED AS OF NOVEMBER [ ], 2018 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 Credit Agreement dated as of November [ ], 2018 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Premier Healthcare Alliance, L.P., a California limited partnership, Premier Supply Chain Improvement, Inc., a Delaware corporation, and Premier Healthcare Solutions, Inc., a Delaware Corporation (collectively, the “Co-Borrowers”), Premier Services, LLC (each a “Service Provider”and collectively”Service ProvidersHoldings”) The Rise Loan (“Product”) Program Guidelines are agreed upon and the other Guarantors, the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 3.01(g) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) 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, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any Co-Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to any Co-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: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships) [NAME OF PARTICIPANT] By: Name: Title: Date: , 20 Form of U.S. Tax Compliance Certificate – Non-U.S. Participants (Partnerships) EXHIBIT “H-4” ATTACHED TO AND MADE A PART OF THAT CREDIT AGREEMENT BY AND AMONG, AMONGST OTHERS, PREMIER HEALTHCARE ALLIANCE, L.P., PREMIER SUPPLY CHAIN IMPROVEMENT, INC. AND PREMIER HEALTHCARE SOLUTIONS, INC., AS CO-BORROWERS, THE GUARANTORS PARTY THERETO, THE LENDERS PARTY THERETO AND XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, DATED AS OF NOVEMBER [ ], 2018 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 [ ], 2018 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among Premier Healthcare Alliance, L.P., a California limited partnership, Premier Supply Chain Improvement, Inc., a Delaware corporation, and Premier Healthcare Solutions, Inc., a Delaware Corporation (collectively, the “Co-Borrowers”), Premier Services, LLC (“Holdings”) and the other Guarantors, the lenders from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 3.01(g) of the Credit Agreement, the undersigned hereby certifies that (a) 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, (b) 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)), (c) with respect to the Technology 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, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any Co-Borrower within the meaning of Section 881(c)(3)(B) of the Code and Support Agreement (e) none of its direct or indirect partners/members is a controlled foreign corporation related to any Co-Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and Joint Marketing Agreement the Co-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: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Co-Borrowers and the Administrative Agent and (ii) the undersigned shall have at all times furnished the Co-Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is entered into by Lender and a Service Provider.to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships) [NAME OF LENDER] By: Name: Title: Date: , 20 Form of U.S. Tax Compliance Certificate – Foreign Lenders (Partnerships)
Appears in 1 contract
Samples: Credit Agreement (Premier, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]May 9, 2019 2017 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVSunrun Neptune Portfolio 2016-A, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LLC (the “Borrower”), the Guarantors financial institutions as Lenders from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, individually a “Lender” and and, collectively, the “Lenders”) and Victory Park Management), LLCSunTrust Bank, as administrative agent for the Lenders (in such capacity, and collateral agent (together with its successors and permitted assigns, the “Administrative Agent”) for and ING Capital LLC, as LC Issuer. Capitalized terms used herein and not otherwise defined herein have the Lenders and meanings given to them in the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 4.09 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a withholding certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as E (whichever is applicable). By executing this withholding certificate, the undersigned agrees that (1) if the information provided on this withholding certificate changes, the undersigned shall promptly so inform the Borrower and the AgentAdministrative Agent and shall provide them with a new withholding certificate with the correct information, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable) in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ __ [***] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance filed separately with the Technology Securities and Support Agreement and Joint Marketing Agreement each Exchange Commission. Exhibit D-2 Form of which is entered into by Lender and a Service Provider.U.S. Tax Compliance Certificate
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Credit Agreement dated as of February [7]November 30, 2019 2017 (as modified, the same may be amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Agreement”) by and among EF SPVOSI RESTAURANT PARTNERS, Ltd.LLC, an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “BorrowerCompany” and, together with OSI, the “Borrowers”), the Guarantors XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party theretothereto (collectively, the lenders listed on the Schedule of Lenders attached thereto (each “Lenders” and individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 3.01 and Section 10.07 of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 percent shareholder” of the any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Title Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.95960315_3 EXHIBIT J-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Amended and Restated Credit Agreement dated as of February [7]June , 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVFour Springs Capital Trust Operating Partnership, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands L.P. (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.3 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.20 EXHIBIT J-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Fourth Amended and Restated Credit Agreement, dated as of February [7]June 26, 2019 2018 (as modifiedamended, amendedrestated, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by ), among Waste Management, Inc., a Delaware corporation (the “Company”), Waste Management of Canada Corporation, a Nova Scotia unlimited liability company (“WMOCC”), and among EF SPVWM Quebec Inc., Ltd., an exempted company a corporation incorporated with limited liability under the laws of Canada (“WMQ”, and together with WMOCC and the Cayman Islands (Company, the “Borrowers”, and each, individually, a “Borrower”), the Guarantors from time to time party theretoWaste Management Holdings, the lenders listed on the Schedule of Lenders attached thereto (each individuallyInc., a “Lender” and collectively, wholly owned Subsidiary of the “Lenders”) and Victory Park Management, LLCCompany, as administrative agent Guarantor, and collateral agent Bank of America, N.A., as Administrative Agent, an Issuing Bank and Swing Line Bank (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) §3.1.5 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 Borrower Company with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERBANK] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank 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 that certain Fourth Amended and Restated Credit Agreement, dated as of June 26, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Company”), Waste Management of Canada Corporation, a Nova Scotia unlimited liability company (“LenderWMOCC”) ), and EF MarketingWM Quebec Inc., LLC a corporation incorporated under the laws of Canada (“WMQ”, and Elevate Decision Sciencestogether with WMOCC and the Company, LLC (each the “Borrowers”, and each, individually, a “Service Provider”and collectively”Service ProvidersBorrower”) The Rise Loan (“Product”) Program Guidelines are agreed upon ), Waste Management Holdings, Inc., a wholly owned Subsidiary of the Company, as Guarantor, the Banks from time to time by Lender party thereto, and Service Providers Bank of America, N.A., as Administrative Agent, an Issuing Bank and Swing Line Bank (the “Administrative Agent”). Pursuant to the provisions of §3.1.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in accordance 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 Bank with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, as applicable). By executing this certificate, the Technology undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing, and Support (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 Joint Marketing Agreement used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Fourth Amended and Restated Credit Agreement, dated as of June 26, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Company”), Waste Management of Canada Corporation, a Nova Scotia unlimited liability company (“WMOCC”), and WM Quebec Inc., a corporation incorporated under the laws of Canada (“WMQ”, and together with WMOCC and the Company, the “Borrowers”, and each, individually, a “Borrower”), Waste Management Holdings, Inc., a wholly owned Subsidiary of the Company, as Guarantor, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Issuing Bank and Swing Line Bank (the “Administrative Agent”). Pursuant to the provisions of §3.1.5 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 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-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Fourth Amended and Restated Credit Agreement, dated as of June 26, 2018 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Waste Management, Inc., a Delaware corporation (the “Company”), Waste Management of Canada Corporation, a Nova Scotia unlimited liability company (“WMOCC”), and WM Quebec Inc., a corporation incorporated under the laws of Canada (“WMQ”, and together with WMOCC and the Company, the “Borrowers”, and each, individually, a “Borrower”), Waste Management Holdings, Inc., a wholly owned Subsidiary of the Company, as Guarantor, the Banks from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an Issuing Bank and Swing Line Bank (the “Administrative Agent”). Pursuant to the provisions of §3.1.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) 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 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 Company with IRS Form W-8IMY accompanied by Lender one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a Service Provider.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[ ] SCHEDULE 1 BANKS; COMMITMENTS Bank Commitment Pro Rata Percentage Bank of America, N.A. $ 220,000,000.00 8.000000000 % JPMorgan Chase Bank, N.A. $ 220,000,000.00 8.000000000 % Barclays Bank PLC $ 220,000,000.00 8.000000000 % Mizuho Bank, Ltd. $ 220,000,000.00 8.000000000 % The Bank of Nova Scotia $ 220,000,000.00 8.000000000 % BNP Paribas $ 165,000,000.00 6.000000000 % Citibank, N.A. $ 165,000,000.00 6.000000000 % Deutsche Bank AG New York Branch $ 165,000,000.00 6.000000000 % MUFG Bank, Ltd. $ 165,000,000.00 6.000000000 % PNC Bank, National Association $ 165,000,000.00 6.000000000 % Sumitomo Mitsui Banking Corporation $ 165,000,000.00 6.000000000 % U.S. Bank National Association $ 165,000,000.00 6.000000000 % Xxxxx Fargo Bank, National Association $ 165,000,000.00 6.000000000 % Credit Suisse AG, Cayman Islands Branch $ 115,000,000.00 4.181818182 % Xxxxxxx Sachs Bank USA $ 115,000,000.00 4.181818182 % Comerica Bank $ 50,000,000.00 1.818181818 % The Bank of New York Mellon $ 50,000,000.00 1.818181818 % Total $ 2,750,000,000.00 100.000000000 % SCHEDULE 1.1 EXISTING LIENS
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Term Loan Agreement dated as of February [7]August 3, 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d3.12(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Internal Revenue Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ 000[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT L-4 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 Term Loan Agreement dated as of August 3, 2015 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 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 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 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 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 the 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 000[_]
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7]October 26, 2019 2012 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by ), among Amedisys, Inc., a Delaware corporation and among EF SPVAmedisys Holding, Ltd.L.L.C., an exempted company incorporated with a Louisiana limited liability under the laws of the Cayman Islands company (collectively, the “BorrowerBorrowers”), the Guarantors from time to time Lenders party theretothereto and JPMorgan Chase Bank, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 2.19 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the either Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT H-2
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7], 2019 2012 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Encore Capital Group, Inc., and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCSunTrust Bank, as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 2.20 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT F-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 , 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Encore Capital Group, Inc., and each lender from time to time party thereto and SunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 2.20 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 (iiiv) 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] 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 hereby made to the Credit Agreement dated as of , 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Encore Capital Group, Inc., and each lender from time to time party thereto and SunTrust Bank, as Administrative Agent. Pursuant to the provisions of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is not 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” 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 executed originals 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(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT 2.3 FORM OF NOTICE OF REVOLVING BORROWING [Date] SunTrust Bank, as Administrative Agent for the Lenders referred to below 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of [—] [—], 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “LenderCredit Agreement”) ), by and EF Marketingamong Encore Capital Group, LLC Inc., a Delaware corporation (the “Borrower”), the several banks and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon other financial institutions and lenders from time to time by Lender party thereto (the “Lenders”), SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as collateral agent for the Secured Parties, as issuing bank and Service Providers as swingline lender and the other agents and arrangers party thereto. Capitalized terms used herein but not defined herein shall have the meaning assigned to such terms in accordance the Credit Agreement. This notice constitutes a Notice of Revolving Borrowing, and the Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.Borrowing requested hereby1:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Revolving Credit and Term Loan Agreement dated as of February [7]July 16, 2019 2013 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT C-4 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 Revolving Credit and Term Loan Agreement dated as of July 16, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] XXXXXXX X-0 FORM OF REVOLVING LOAN NOTE $[ ] July 16, 2013 FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxxxxx Xxxxxxxxxx Xxxx, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and EF MarketingTerm Loan Agreement, LLC dated as of July 16, 2013, among the Lender, the Borrower, the other lending institutions named therein and Elevate Decision SciencesJPMorgan Chase Bank, LLC N.A., as administrative agent (each a the “Service Provider”and collectively”Service ProvidersAdministrative Agent”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, restated, replaced, supplemented or modified from time to time by Lender time, the “Credit Agreement”). Capitalized terms used herein and Service Providers not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the Technology terms of the Credit Agreement. Late charges and Support other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and Joint Marketing Agreement each the other Loan Documents. The principal of which this Note is entered into subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by Lender the Credit Agreement), and a Service Provideralso hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Brixmor Property Group Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]October 20, 2019 2017 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVSunrun Scorpio Portfolio 2017-A, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LLC (the “Borrower”), the Guarantors financial institutions as Lenders from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, individually a “Lender” and and, collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent for the Lenders (in such capacity, and collateral agent (together with its successors and permitted assigns, the “Administrative Agent”) for and KeyBank National Association, as LC Issuer. Capitalized terms used herein and not otherwise defined herein have the Lenders and meanings given to them in the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 4.09 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a withholding certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as E (whichever is applicable). By executing this withholding certificate, the undersigned agrees that (1) if the information provided on this withholding certificate changes, the undersigned shall promptly so inform such Lender in writing and shall provide it with a new withholding certificate with the Borrower and the Agentcorrect information, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable)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 LENDERPARTICIPANT] By: ______________________________ Name: ____________________________ Title: _____________________________ Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each __ CPAM: 12959353.4 Exhibit D-3 Form of which is entered into by Lender and a Service Provider.U.S. Tax Compliance Certificate
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Revolving Credit and Term Loan Agreement dated as of February [7]July 30, 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d3.12(f)(ii)(B)(3) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Internal Revenue Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: :_________________________________ Name: Title: Date: ________ __, 20[ 000[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT L-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the 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 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 the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by Lender one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and Service Providers the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:____________________________________ Name: Title: Date: ________ __, 000[_] EXHIBIT L-3
Appears in 1 contract
Samples: Contribution Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of February [7]April 28, 2019 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Agreement”) by ). Capitalized terms used herein and among EF SPV, Ltd., an exempted company incorporated with limited liability under not otherwise defined herein shall have the laws of meanings assigned to them in the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Agreement. Pursuant to the provisions of Section 2.6(d5.03(f) of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.]
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Credit Agreement, dated as of February [7]May 25, 2019 2021, among Tweedy, Xxxxxx Fund Inc. and The Bank of New York Mellon, as the Bank (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ). Each term defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Credit Agreement when used herein. Pursuant to the provisions of Section 2.6(d) 3.4 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent Bank and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 AgentBank, and (2) the undersigned shall have at all times furnished the Borrower and the Agent 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF MarketingTWEEDY, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.XXXXXX FUND INC. EXHIBIT G-2
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Amended and Restated Credit Agreement, dated as of February [7]March 21, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVAZZ INC., Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Texas corporation (the “Borrower”), the Guarantors lenders from time to time party thereto, the lenders listed on the Schedule and Bank of Lenders attached thereto (each individuallyAmerica, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent Administrative Agent, an L/C Issuer and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Swing Line Lender. Pursuant to the provisions of Section 2.6(d3.01(e) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: _______________________ Name: _______________________ Title: ________________________ Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank G-1 Form of U.S. Tax Compliance Certificate EXHIBIT G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement, dated as of March 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AZZ INC., a Texas corporation (“LenderBorrower”) and EF Marketing), LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon the lenders from time to time by Lender party thereto, and Service Providers in accordance with the Technology Bank of America, N.A., as Administrative Agent, an L/C Issuer and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service ProviderSwing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Azz Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Dated: [____] Reference is hereby made to that certain Financing 364-Day Revolving Credit Agreement, dated as of February [7]May 21, 2019 2020 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified and in effect from time to time, the “Financing Credit Agreement”) ), by and among EF SPV, Ltd.Seaboard Foods LLC, an exempted company incorporated with Oklahoma limited liability under the laws of the Cayman Islands company (the “Borrower”), the Guarantors Guarantor (as defined therein), the financial institutions from time to time party thereto, the thereto as lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCCoBank, ACB, as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders ), and the Holders (as defined therein)others party thereto. Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. Pursuant to the provisions of Section 2.6(d3.2(f) of the Financing Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the portion of Revolving Loans made by it (as well as any Revolving Note(s) evidencing such portion of Revolving Loans) 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 Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Agreement and used herein shall have the meanings given Exhibit E to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Fourth Amended and Restated Credit Agreement dated as of February [7]September 14, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVRamco-Xxxxxxxxxx Properties, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the L.P.(the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under Section 12.3 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 3.5 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ EXHIBIT H-3
Appears in 1 contract
Samples: Assignment Agreement (Ramco Gershenson Properties Trust)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Amended and Restated $700 Million Term Loan Agreement, dated as of February [7]March 1, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among The Xxxxxx Companies, Inc., as the Guarantors Borrower, KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT C-4 FORM OF
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Second Amended and Restated Loan and Security Agreement dated as of February [7]October 26, 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among (i) THE TRADE DESK, INC., a Delaware corporation (together with each person who thereafter becomes party thereto as a borrower), (ii) each of the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, financial institutions identified as a “Lender” on Annex A of the Credit Agreement and collectively(iii) CITIBANK, N.A., a national banking association, acting not individually but as agent on behalf of, and for the “Lenders”) and Victory Park Managementbenefit of, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)all other Secured Parties. Pursuant to the provisions of Section 2.6(d) 4.11 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank U.S. TAX COMPLIANCE CERTIFICATE (“Lender”For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) (attached) 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 Second Amended and EF MarketingRestated Loan and Security Agreement dated as of October 26, LLC and Elevate Decision Sciences2018 (as amended, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon supplemented or otherwise modified from time to time by Lender and Service Providers in accordance time, the “Credit Agreement”), among (i) THE TRADE DESK, INC., a Delaware corporation (together with each person who thereafter becomes party thereto as a borrower), (ii) each of the Technology and Support financial institutions identified as a “Lender” on Annex A of the Credit Agreement and Joint Marketing Agreement each (iii) CITIBANK, N.A., a national banking association, acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties. Pursuant to the provisions of Section 4.11 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 entered into by 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 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 Service Provider.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 J-3
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Term Loan Agreement dated as of February [7]July 30, 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ), by and among EF SPVCOLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), each of the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCXxxxx Fargo Bank, National Association, as administrative agent and collateral agent the Agent (the “Agent”) for the Lenders ), and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 3.12 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Internal Revenue Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: ____________________ Name: _______________ Title: ________________ Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ EXHIBIT K-3
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Amended and Restated $700 Million Term Loan Agreement, dated as of February [7]March 1, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among The Xxxxxx Companies, Inc., as the Guarantors Borrower, KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT C-2 FORM OF
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, First Amended and Restated Senior Secured Credit Agreement dated as of February [7]March 13, 2019 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVHealthcare Trust Operating Partnership, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d§4.3(g)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ______, 20__ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.XXXXXXX X-0
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, First Amended and Restated Credit Agreement dated as of February [7]July 25, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVDuPont Fabros Technology, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands L.P. (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.4 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ______, 201__ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT J-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Term Loan Agreement dated as of February [August 7], 2019 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPVXxxxxx Validus Mission Critical REIT II, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands Inc. (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.3 of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ EXHIBIT N-2
Appears in 1 contract
Samples: Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Third Amended and Restated Credit Agreement dated as of February [7]April 27, 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVXxxxxx Validus Operating Partnership II, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LP (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.3 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ EXHIBIT N-3
Appears in 1 contract
Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Credit Agreement dated as of February [7]July 25, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVJxxxxxxx Capital Operating Company, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LLC (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.3 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank __ XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement dated as of July 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) by and among Jxxxxxxx Capital Operating Company, LLC (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and EF Marketingthe other parties thereto. Pursuant to the provisions of §4.3 of the Credit Agreement, LLC the undersigned hereby certifies that (i) it is the sole record and Elevate Decision Sciencesbeneficial 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 W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__ XXXXXXX X-0 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 Credit Agreement dated as of July 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Jxxxxxxx Capital Operating Company, LLC (each a the “Service Provider”and collectively”Service ProvidersBorrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record 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 Rise Loan 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: (“Product”i) Program Guidelines are agreed upon an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from time to time by 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 Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__ XXXXXXX X-0
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Second Amended and Restated Credit Agreement dated as of February [7]April 16, 2019 2021 (as modified, the same may be amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Agreement”) by and among EF SPVOSI RESTAURANT PARTNERS, Ltd.LLC, an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “BorrowerCompany” and, together with OSI, the “Borrowers”), the Guarantors XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party theretothereto (collectively, the lenders listed on the Schedule of Lenders attached thereto (each “Lenders” and individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 3.01 and Section 10.07 of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 percent shareholder” of the any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT J-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Second Amended and Restated Credit Agreement dated as of April 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“LenderOSI”) ), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and EF Marketingan L/C Issuer, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time by party thereto (collectively, the “Lenders” and individually, a “Lender”). Pursuant to the provisions of Section 3.01 and Section 10.07 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 “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(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 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 J-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 the Second Amended and Restated Credit Agreement dated as of April 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and Service Providers an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Pursuant to the provisions of Section 3.01 and Section 10.07 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in accordance 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 Technology undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and Support (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 W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Joint Marketing used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT J-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 the Second Amended and Restated Credit Agreement dated as of April 16, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company (“OSI”), BLOOMIN’ BRANDS, INC., a Delaware corporation (the “Company” and, together with OSI, the “Borrowers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”). Pursuant to the provisions of Section 3.01 and Section 10.07 of the 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 Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(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 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 or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 entered into by Lender 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 a Service Provider.used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ]
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated as of February [7], 2019 the Loan and Security Agreement (as modified, the same may be amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and ), dated as of September 28, 2018, among EF SPV, Solar Capital Ltd., an exempted company incorporated as collateral agent, and the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with limited liability under any other lenders party hereto, the laws of the Cayman Islands “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) their successors and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)assigns. Pursuant to the provisions of Section 2.6(d2.5(e) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan(s) (as well as any secured promissory notes (“Note(s)”) evidencing such Term 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 CodeInternal Revenue Code of 1986, as amended, (ii) it is not a the “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and Code”), (iii) it is not a “ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation” corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Security Agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2018, among Solar Capital Ltd. (“Solar”), as collateral agent, and the lenders listed on Schedule 1.1 Program Guidelines FinWise Bank thereof or otherwise a party thereto from time to time (together with any other lenders party hereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 2.5(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to 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. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] 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 (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2018, among Solar Capital Ltd. (“Solar”), as collateral agent, and the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with any other lenders party hereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 2.5(e) of the Loan 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 of 1986, as amended, (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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W- 8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] 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 (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2018, among Solar Capital Ltd. (“Solar”), as collateral agent, and the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with any other lenders party hereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 2.5(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) (as well as any secured promissory notes (“Note(s)”) evidencing such Term 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 Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)), (iii) with respect to the extension of credit pursuant to this Loan 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 of 1986, as amended, (the “Code”), (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, or W-8BEN-E, 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 Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Execution Version OMNIBUS AMENDMENT THIS OMNIBUS AMENDMENT (this “Agreement”), dated as of December 20, 2019 (the “First Amendment Effective Date”), is made among CARDIVA MEDICAL, INC., a Delaware corporation (the “Borrower”), SOLAR CAPITAL LTD., a Maryland corporation, in its capacity as collateral agent (in such capacity, “Agent”) and EF Marketing, LLC and Elevate Decision Sciences, LLC the financial institutions listed on Exhibit A attached hereto or who hereafter become a party to the Loan Agreement (as defined below) as lenders (each a “Service Provider”and collectively”Service ProvidersLender” and collectively, the “Lenders”) ). The Rise Borrower, the Lenders and the Agent are parties to a Loan and Security Agreement dated as of September 28, 2018 (the “ProductLoan Agreement”) Program Guidelines are agreed upon from time ), and that certain Exit Fee Agreement, dated as of September 28, 2018 (the “Exit Fee Agreement”). The Borrower has requested that the Lenders agree to time by Lender and Service Providers in accordance with make certain amendments to the Technology and Support Loan Agreement and Joint Marketing Agreement each of which is entered into by Lender the Exit Fee Agreement. Although the Lenders are under no obligation to do so, they have agreed to such requests, subject to the terms and a Service Provider.conditions hereof. Accordingly, the parties hereto agree as follows:
Appears in 1 contract
Samples: Loan and Security Agreement (Cardiva Medical, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated the credit agreement made as of February [7]June 4, 2019 (as modified, amended, extended, restated, 2014 and amended and restated or supplemented from time to timeas of March 31, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC2016 between Baytex Energy Corp., as administrative agent Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and collateral agent (the “Agent”) for the other persons party thereto in their capacity as Lenders and the Holders Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as defined thereinthe same may be further amended, modified, supplemented or restated, the "Credit Agreement"). Pursuant to the provisions of Section 2.6(d8.5(3) of the Financing Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) under the U.S. Facility (as well as any note(s) evidencing such Loan(s) under the U.S. Facility) in respect of which it is providing this certificate, (b) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iic) it is not a “10 ten percent shareholder” shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiid) it is not a “controlled foreign corporation” corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower U.S.Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the U.S. Borrower and the Agent, and (2b) the undersigned shall have at all times furnished the U.S. Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two three calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF U.S. FACILITY LENDER] By: ________________________________________ Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.___ SCHEDULE K-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Second Amended and Restated Credit Agreement dated as of February [7]October 15, 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVMid-America Apartments, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands L.P. (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.4 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.20 EXHIBIT K-3
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Bi-Lateral Term Loan Agreement, dated as of February [7], 2019 2017 (the “Bi-Lateral Term Loan Agreement”), between NextEra Energy Capital Holdings, Inc. (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC[l], as administrative agent and collateral agent Lender (the “AgentLender”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 3.10 of the Financing Bi-Lateral Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent Lender and the Borrower with executed originals a certificate of its non‑U.S. Person status on IRS Form W-8BEN W‑8BEN-E (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Lender and the AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Lender and the Agent Borrower 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 Bi-Lateral Term Loan Agreement and used herein shall have the meanings given to them in the Financing Bi-Lateral Term Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ _______, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT G‑2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Bi-Lateral Term Loan Agreement, dated as of February 7, 2017 (the “Bi-Lateral Term Loan Agreement”), between NextEra Energy Capital Holdings, Inc. (as the “Borrower”) and [l], as Lender (the “Lender”). Pursuant to the provisions of Section 3.10 of the Bi-Lateral Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) 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 (or W-8BEN, 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 Lender in writing, and (2) the undersigned shall have at all times furnished 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 Bi-Lateral Term Loan Agreement and used herein shall have the meanings given to them in the Bi-Lateral Term Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ______________, 201[ ] EXHIBIT G‑3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Bi-Lateral Term Loan Agreement, dated as of February 7, 2017 (the “Bi-Lateral Term Loan Agreement”), between NextEra Energy Capital Holdings, Inc. (as the “Borrower”) and EF Marketing[l], LLC as Lender (the “Lender”). Pursuant to the provisions of Section 3.10 of the Bi-Lateral Term Loan 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 Elevate Decision Sciences(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 W-8BEN, LLC as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Lender and (2) the undersigned shall have at all times furnished 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 Bi-Lateral Term Loan Agreement and used herein shall have the meanings given to them in the Bi-Lateral Term Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ______________, 201[ ] EXHIBIT G‑4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Bi-Lateral Term Loan Agreement, dated as of February 7, 2017 (the “Service Provider”and collectively”Service ProvidersBi-Lateral Term Loan Agreement”), between NextEra Energy Capital Holdings, Inc. (as the “Borrower”) and [l], as Lender (the “Lender”). Pursuant to the provisions of Section 3.10 of the Bi-Lateral Term Loan 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 Bi-Lateral Term Loan 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 Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by undersigned has furnished the Lender and Service Providers 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-E (or W-8BEN, as applicable) or (ii) an IRS Form W‑8IMY accompanied by an IRS Form W‑8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Lender and the Borrower, and (2) the undersigned shall have at all times furnished the Lender and the Borrower with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Bi-Lateral Term Loan Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Bi-Lateral Term Loan Agreement. [NAME OF LENDER] By: Name: Title:
Appears in 1 contract
Samples: Loan Agreement (Nextera Energy Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Fourth Amended and Restated Credit Agreement dated as of February [7]March 6, 2019 2024 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d8.4(f)(ii)(B)(3) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERBANK] By: Name: Title: Date: ________ __, 20202[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender party thereto. Pursuant to the provisions of 8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and Service Providers beneficial owner of the participation in accordance 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 Bank 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 Technology undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank in writing, and Support (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 Joint Marketing used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 202[ ] 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 Fourth Amended and Restated Credit Agreement dated as of March 6, 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto. Pursuant to the provisions of 8.4(f)(ii)(B)(4) 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 Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such 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: , 202[ ] EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2024 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto. Pursuant to the provisions of 8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of 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 Lender one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a Service Provider.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: , 202[ ] EXHIBIT J [FORM OF] PRICING CERTIFICATE JPMorgan Chase Bank, N.A., as Administrative Agent [ADDRESS] Telephone: [ ] Email: [ ] Fax: [ ] Attention:[ ] Copy to: JPMorgan Chase Bank, N.A., as Administrative Agent [ADDRESS] Attention: [ ] [Date] Ladies and Gentlemen: Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Realty, L.P. (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent, and each lender from time to time party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This Pricing Certificate (this “Certificate”) is furnished pursuant to Section 2.20 of the Credit Agreement. THE UNDERSIGNED XXXXXX CERTIFIES SOLELY IN [HIS/HER] CAPACITY AS [CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER, CHIEF SUSTAINABILITY OFFICER, TREASURER, ASSISTANT TREASURER, CONTROLLER OR SENIOR VICE PRESIDENT OF FINANCE] OF THE BORROWER AND NOT IN AN INDIVIDUAL CAPACITY (AND WITHOUT PERSONAL LIABILITY) THAT:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Revolving Credit and Term Loan Agreement dated as of February [7]December 17, 2019 2015 (as modifiedamended, amendedrestated, extended, restated, amended and restated supplemented or supplemented otherwise modified in writing from time to time, the “Financing Credit Agreement”) by and ; the terms defined therein being used herein as therein defined), among EF SPVCSP Operating Partnership, Ltd.LP, an exempted company incorporated with a Delaware limited liability under the laws partnership (to be renamed GPT Operating Partnership LP upon consummation of the Cayman Islands Merger) and GPT Property Trust LP, a Delaware limited partnership (the “BorrowerBorrowers”), Chambers Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Guarantors Merger), the Lenders from time to time party theretothereto and JPMorgan Chase Bank, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing 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, it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT C-2 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 Revolving Credit and Term Loan Agreement dated as of December 17, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among CSP Operating Partnership, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger) and GPT Property Trust LP, a Delaware limited partnership (the “Borrowers”), Chambers Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, none of its direct or indirect partners/members is a ten percent shareholder of [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent 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 or (ii) an IRS Form W-8ECI 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 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: , 201[ ] EXHIBIT C-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of December 17, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among CSP Operating Partnership, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger) and GPT Property Trust LP, a Delaware limited partnership (the “Borrowers”), Chambers Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) 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 [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] EXHIBIT C-4 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 Revolving Credit and Term Loan Agreement dated as of December 17, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among CSP Operating Partnership, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger) and GPT Property Trust LP, a Delaware limited partnership (the “Borrowers”), Chambers Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 [name of Borrower] within the meaning of Section 881(h)(3)(B) of the Code and none of its direct or indirect partners/members is a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8ECI 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: , 201[ ] EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[ ] [Date] FOR VALUE RECEIVED, the undersigned, CSP OPERATING PARTNERSHIP, LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger) and GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrowers”), jointly and severally, promise to pay, without offset or counterclaim, to the order of [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 10 South Dearborn, Chicago, Illinois 60603, or at such other address as may be specified in writing by the Administrative Agent to the Borrowers, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrowers pursuant to the Revolving Credit and EF MarketingTerm Loan Agreement, LLC dated as of December 17, 2015, among the Lender, the Borrowers, Chambers Street Properties (to be renamed Gramercy Property Trust upon consummation of the Merger), the other lending institutions named therein and Elevate Decision SciencesJPMorgan Chase Bank, LLC N.A., as administrative agent (each a the “Service Provider”and collectively”Service ProvidersAdministrative Agent”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, restated, replaced, extended, supplemented or otherwise modified from time to time by Lender time, the “Credit Agreement”). Capitalized terms used herein and Service Providers not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrowers also, jointly and severally, promise to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the Technology terms of the Credit Agreement. Late charges and Support other charges and default rate interest shall be paid by Borrowers in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrowers. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and Joint Marketing Agreement each the other Loan Documents. The principal of which this Note is entered into subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrowers are full recourse obligations of the Borrowers. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrowers and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by Lender the Credit Agreement), and a Service Provideralso hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Gramercy Property Trust)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Revolving Credit Agreement, dated as of February [7]May 1, 2019 2024 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among The Xxxxxx Companies, Inc. and CooperVision International Limited, as Borrowers, PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the a U.S. Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to a U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT C-4 FORM OF
Appears in 1 contract
Samples: Revolving Credit Agreement (Cooper Companies, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]May 16, 2019 2019, among FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company, as succesorsuccessor in interest to LIBERTY TAX, INC., a Delaware corporation, the Lenders party thereto and CitizensCIBC Bank, N.A. USA, as Administrative Agent (as modified, the same may be amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by ). Capitalized terms used herein and among EF SPV, Ltd., an exempted company incorporated with limited liability under not defined herein shall have the laws of meanings assigned to such terms in the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 3.6 of the Financing 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, (iiiii) it is not a “10 ten percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, E (as applicable). 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 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Name Title: Date: [________ __], 20[ [__] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT H-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to Credit Agreement, dated as of May 16, 2019, among FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company, as succesorsuccessor in interest to LIBERTY TAX, INC., a Delaware corporation, the Lenders party thereto and CitizensCIBC Bank, N.A. USA, as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.6 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 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. [NAME OF PARTICIPANT] By: Name Title: Date: [________ __], 20[__] EXHIBIT H-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 Credit Agreement, dated as of May 16, 2019, among FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company, as succesorsuccessor in interest to LIBERTY TAX, INC., a Delaware corporation, the Lenders party thereto and CitizensCIBC Bank, N.A. USA, as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.6 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 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. [NAME OF PARTICIPANT] By: Name Title: Date: [________ __], 20[__] EXHIBIT H-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 Credit Agreement, dated as of May 16, 2019, among FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware limited liability company, as succesorsuccessor in interest to LIBERTY TAX, INC., a Delaware corporation, the Lenders party thereto and CitizensCIBC Bank, N.A. USA, as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.6 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 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 in 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. [NAME OF LENDER] By: Name Title: Date: [________ __], 20[__] EXHIBIT I FORM OF MASTER INTERCOMPANY NOTE [_______], 2019 FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower (each, in such capacity, a “Payor”) and EF Marketing, LLC and Elevate Decision Sciences, LLC from time to time with respect to any loan or advance (each an “Advance” and collectively, “Advances”) from any other entity listed on the signature page hereto, hereby promises to pay on demand to such other entity (each, in such capacity, a “Service Provider”and collectively”Service ProvidersPayee”) The Rise Loan or its registered assigns, in immediately available funds in the currencies as shall be agreed from time to time between such Payor and such Payee (“Product”or its assigns) Program Guidelines are at such location as the applicable Payee (or its registered assigns) shall from time to time designate, the unpaid principal amount of all Advances made by such Payee to such Payor. Each Payor promises also to pay interest, if any, on the unpaid principal amount of all such Advances in like currency at said location from the date of each such Advance until paid at such rate per annum as shall be agreed upon from time to time by Lender such Payor and Service Providers such Payee (or its assigns). This note is the Master Intercompany Note referred to in accordance with the Technology Credit Agreement, dated as of May 16, 2019, among Franchise Group Intermediate L 2, LLC, a Delaware limited liability company, as succesorsuccessor in interest to Liberty Tax, Inc., a Delaware corporation, the Lenders party thereto and Support the CitziensCIBC Bank, N.A. USA, as Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security Agreement, to the extent required pursuant to the terms thereof. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. Each Payee hereby acknowledges and agrees that the Administrative Agent may exercise all rights provided in the Credit Agreement and Joint Marketing the Security Agreement each with respect to this Master Intercompany Note as long as the Credit Agreement remains in effect. Each Payee is hereby authorized (but not required) to record all Advances made by it to any Payor (all of which shall be evidenced by this Master Intercompany Note), the date of each Advance, the interest rate applicable thereto, and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence absent manifest error of the accuracy of the information contained therein, provided that the failure to so record or any error therein shall not in any manner affect the obligation of each Payor to repay the Advances. Each payment in respect of an Advance shall be applied first to accrued and unpaid interest thereon and then to the unpaid principal amount thereof. Anything in this Master Intercompany Note to the contrary notwithstanding, the indebtedness evidenced by this Master Intercompany Note owed by any Payor that is entered into by Lender a Loan Party (or a Payor that becomes a Loan Party pursuant to the terms of the Credit Agreement) to any Payee that is not a Loan Party (any such Payor and a Service Provider.Payee with respect to any such indebtedness, an “Affected Payor” or “Affected Payee”, as relevant) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Loan Document Obligations of such Affected Payor, including without limitation, where applicable, under the Credit Agreement and the other Loan Documents (such Loan Document Obligations being hereinafter collectively referred to as “Senior Indebtedness”):
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Fourth Amended and Restated Credit Agreement dated as of February [7]September 14, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVRamco-Xxxxxxxxxx Properties, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the L.P.(the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under Section 12.3 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 3.5 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ EXHIBIT H-2
Appears in 1 contract
Samples: Assignment Agreement (Ramco Gershenson Properties Trust)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Second Amended and Restated Credit Agreement dated as of February [7]March 29, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented, or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ), by and among EF SPVCommunity Healthcare OP, Ltd.LP, an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), Community Healthcare Trust Incorporated, a Maryland corporation (the Guarantors “REIT Guarantor”), the financial institutions from time to time party theretoparties thereto as lenders (“Lenders”), the lenders listed on the Schedule of Lenders attached thereto SunTrust Bank, as Administrative Agent (each individually, a “Lender” together with its successors and collectivelyassigns in such capacity, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders Lenders, and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 2.20 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank Exhibit 2.20B EXHIBIT 2.20C 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 Second Amended and Restated Credit Agreement dated as of March 29, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “LenderCredit Agreement”) ), by and EF Marketingamong Community Healthcare OP, LLC and Elevate Decision SciencesLP, LLC a Delaware limited partnership (each the “Borrower”), Community Healthcare Trust Incorporated, a Maryland corporation (the “Service Provider”and collectively”Service ProvidersREIT Guarantor”) The Rise Loan (“Product”) Program Guidelines are agreed upon ), the financial institutions from time to time parties thereto as lenders (“Lenders”), SunTrust Bank (together with its successors and assigns, the “Administrative Agent”), as Administrative Agent for the Lenders, and the other parties thereto. Pursuant to the provisions of Section 2.20 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit 2.20C EXHIBIT 2.20D
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Term Loan Agreement dated as of February [7]December 12, 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ [_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank 123 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Term Loan Agreement dated as of December 12, 2018 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Loan 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 W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 00[_] 000 XXXXXXX X FORM OF NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_________________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxxxxx Xxxxxxxxxx Xxxx, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________] Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Amended and EF MarketingRestated Term Loan Agreement, LLC dated as of December 12, 2018, among the Lender, the Borrower, the other lending institutions named therein and Elevate Decision SciencesJPMorgan Chase Bank, LLC N.A., as administrative agent (each a the “Service Provider”and collectively”Service ProvidersAdministrative Agent”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, restated, replaced, supplemented or modified from time to time by Lender time, the “Loan Agreement”). Capitalized terms used herein and Service Providers not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Loan Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Loan Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Loan Agreement and in all cases in accordance with the Technology terms of the Loan Agreement. Late charges and Support other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Loan Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Loan Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such Loan was made and as specified in the Loan Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Loan Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Loan Agreement and Joint Marketing Agreement each the other Loan Documents. The principal of which this Note is entered into by Lender subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Loan Agreement) in the manner and a Service Providerto the extent specified in the Loan Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower.
Appears in 1 contract
Samples: Term Loan Agreement (Brixmor Operating Partnership LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Credit Agreement dated as of February [7]March 10, 2019 2023 (as modified, further amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among abrdn Income Credit Strategies Fund (formerly known as Aberdeen Income Credit Strategies Fund), as Borrower, BNP Paribas, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d3.4(e) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN (or IRS Form W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERLXXXXX] By: Name: Title: Date: ____________ __, __,20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT H-3
Appears in 1 contract
Samples: Credit Agreement (Abrdn Income Credit Strategies Fund)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Second Amended and Restated Credit Agreement dated as of February [7]November 1, 2019 2013 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 5.03 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank 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 Second Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[ ] Exhibit G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 5.03 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[ ] Exhibit G-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 Second Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 5.03 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 entered into by Lender 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 a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ] Exhibit H Exhibit H-1 FORM OF ELECTED COMMITMENT AMOUNT INCREASE AGREEMENT
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Amended and Restated Credit Agreement dated as of February [7]August 10, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented, or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ), by and among EF SPVCommunity Healthcare OP, Ltd.LP, an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), Community Healthcare Trust Incorporated, a Maryland corporation (the Guarantors “REIT Guarantor”), the financial institutions from time to time party theretoparties thereto as lenders (“Lenders”), the lenders listed on the Schedule of Lenders attached thereto SunTrust Bank, as Administrative Agent (each individually, a “Lender” together with its successors and collectivelyassigns in such capacity, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders Lenders, and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 2.20 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: :_____________________________________________ Name: Title: Date: _:_______ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank Exhibit 2.20B EXHIBIT 2.20C 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 Amended and Restated Credit Agreement dated as of August 10, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “LenderCredit Agreement”) ), by and EF Marketingamong Community Healthcare OP, LLC and Elevate Decision SciencesLP, LLC a Delaware limited partnership (each the “Borrower”), Community Healthcare Trust Incorporated, a Maryland corporation (the “Service Provider”and collectively”Service ProvidersREIT Guarantor”) The Rise Loan (“Product”) Program Guidelines are agreed upon ), the financial institutions from time to time parties thereto as lenders (“Lenders”), SunTrust Bank (together with its successors and assigns, the “Administrative Agent”), as Administrative Agent for the Lenders, and the other parties thereto. Pursuant to the provisions of Section 2.20 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:_____________________________________________ Name: Title: Date:_______ __, 20[ ] Exhibit 2.20C EXHIBIT 2.20D
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Loan and Security Agreement dated as of February [7]April 3, 2019 2017 (as modified, the same may be amended, extended, restated, amended and restated restated, supplemented, refinanced or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) ), by and among EF SPVSterling Construction Company, Ltd.Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Borrower”), the Guarantors guarantors party thereto from time to time party theretotime, the lenders listed on the Schedule of Lenders attached thereto (each individuallyWilmington Trust, National Association, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCnational banking association, as administrative agent agent, and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)each lender party thereto from time to time. Pursuant to the provisions of Section 2.6(d2.05(f)(iii)(C) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the CodeIRC, (iiiii) it is not a “10 ten-percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code IRC and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeIRC. The undersigned has furnished the Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicableapplicable (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 Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: _____________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each Exhibit L-1 – Form of which is entered into by Lender and a Service Provider.U.S. Tax Compliance Certificate EXHIBIT L-2
Appears in 1 contract
Samples: Loan and Security Agreement (Sterling Construction Co Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7]January __, 2019 2023 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVMSA Safety Incorporated, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Pennsylvania corporation (the “Borrower”), the Guarantors from time to time (as defined therein) now or hereafter party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individuallyas defined therein) now or hereafter party thereto, a “Lender” and collectivelyPNC Bank, the “Lenders”) and Victory Park Management, LLCNational Association, as administrative agent and collateral agent (the “Agent”) for the Lenders (in such capacity, the “Administrative Agent”), and the Holders (as defined therein)other parties party thereto. Pursuant to the provisions of Section 2.6(d) 4.9.7 [Status of Lenders] of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “ten percent shareholder of the Company 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 Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicableapplicable (or appropriate 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERXXXXXX] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT 4.9.7 (“Lender”B) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.FORM OF
Appears in 1 contract
Samples: Credit Agreement (MSA Safety Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Second Amended and Restated Credit Agreement dated as of February [7]December 6, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVDCP Midstream Operating, Ltd.LP, an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individuallyDCP Midstream, LP, a “Lender” and collectivelyDelaware limited partnership, as Parent, the “Lenders”) Lenders party thereto and Victory Park ManagementMizuho Bank, LLCLtd., as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 4.11 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20[________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT H-3
Appears in 1 contract
Samples: Credit Agreement (DCP Midstream, LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For That Are Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]May 9, 2019 2017 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVSunrun Neptune Portfolio 2016-A, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LLC (the “Borrower”), the Guarantors financial institutions as Lenders from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, individually a “Lender” and and, collectively, the “Lenders”) and Victory Park Management), LLCSunTrust Bank, as administrative agent for the Lenders (in such capacity, and collateral agent (together with its successors and permitted assigns, the “Administrative Agent”) for and ING Capital LLC, as LC Issuer. Capitalized terms used herein and not otherwise defined herein have the Lenders and meanings given to them in the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 4.09 of the Financing Credit Agreement, the undersigned hereby certifies that (i) it is not 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)) and (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 that are claiming the portfolio interest exemption is (x) a “bank” bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iiy) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and or (iiiz) it is not a “controlled foreign corporation” 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 executed originals 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-8BENIRS Form W-E, as BEN-E (whichever is applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-BEN-E (whichever is applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this its withholding certificate, the undersigned agrees that (1) if the information provided on this its withholding certificate changes, the undersigned shall promptly so inform the Borrower and the AgentAdministrative Agent and shall provide them with a new withholding certificate with the correct information, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective withholding 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 [***] Confidential treatment has been requested for the Financing Agreement bracketed portions. The confidential redacted portion has been omitted and used herein shall have filed separately with the meanings given to them in the Financing AgreementSecurities and Exchange Commission. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ __ [***] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance filed separately with the Technology Securities and Support Exchange Commission. Exhibit F Form of Partnership Flip Transaction Management Agreement Exhibit E [Reserved.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and Joint Marketing filed separately with the Securities and Exchange Commission. Exhibit F Form of Partnership Flip Transaction Management Agreement each Exhibit F [Reserved.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Exhibit G-1 Form of which Borrower REC Purchase Agreement See attached. Exhibit G-1 CPAM: 12298202.4 MASTER REC PURCHASE AGREEMENT This MASTER REC PURCHASE AGREEMENT is entered into by Lender as of [ ], 2017 (the “Effective Date”), between Sunrun Neptune Portfolio 2016-A, LLC, a Delaware limited liability company (“Buyer”), and [], LLC, a Service ProviderDelaware limited liability company (“Seller”) (each, a “Party” and collectively, the “Parties”).
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Amended and Restated $300 Million Term Loan Agreement, dated as of February [7]March 1, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among The Xxxxxx Companies, Inc., as the Guarantors Borrower, KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT C-2 FORM OF
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Term Loan Agreement dated as of February [January 7], 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and ), among EF SPVXxxx-Xxxx Realty, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time lenders party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park ManagementBank of America, LLCN.A., as administrative agent and collateral agent (the “Agent”) for the Lenders and (in such capacity, together with its successors in such capacity, the Holders (as defined therein“Administrative Agent”). Pursuant to the provisions of Section 2.6(d4.13(g) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT O-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 Term Loan Agreement dated as of January 7, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 4.13(g) of the Loan 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 (iiiv) 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 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT O-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Agreement dated as of January 7, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 4.13(g) of the Loan Agreement, the undersigned hereby certifies that (i) it is not 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 Loan 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” 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 executed originals 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(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Xxxx-Xxxx Realty Corporation Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) CBD CBD Properties Property Address City / State Harborside Financial Center 1 Jersey City, NJ Harborside Financial Center 2 Jersey City, NJ Harborside Financial Center 3 Jersey City, NJ Harborside Financial Center 4-A Jersey City, NJ Xxxxxxxxxx Xxxxxxxxx Xxxxxx 0 Xxxxxx Xxxx, XX 000 Xxxxxx Xxxxxx Jersey City, NJ Hyatt Regency Jersey City Jersey City, NJ 0000 X Xxxxxx, XX Xxxxxxxxxx, XX 0000 Xxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 000 Xxxxx Xxxxxx — Unit A and EF MarketingXxxx X Xxx Xxxx, LLC and Elevate Decision SciencesXX Xxxxxx Xxxxxx Philadelphia, LLC (each a “Service Provider”and collectively”Service Providers”) PA 000 Xxxxxxxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, XX Schedule EG Eligible Ground Leases Landlord Tenant Property County of Westchester Mid-Westchester Realty Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester 12 Skyline Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester 14/16 Skyline Realty L.L.C. 00/00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester Mid-Westchester Realty Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester Mid-Westchester Realty Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance Trustees of Princeton University College Road Realty L.L.C. 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX Xxxxxxxxxx Properties, Inc. Xxxx-Xxxx Realty, L.P. 00 X. Xxxxxxx Xxxx, Xxxxxxx, XX Schedule EMPL List of Employee Agreements with the Technology and Support Agreement and Joint Marketing Agreement each Key Management Individuals as of which is entered into by Lender and a Service Provider.[ ], 2016
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Revolving Credit and Term Loan Agreement dated as of February [7]July 25, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ 201[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT C-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 25, 2016 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of 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 Lender 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 the Borrower and Service Providers 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 accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[_] EXHIBIT C-3
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated the credit agreement made as of February [7]June 4, 2019 (as modified, amended, extended, restated, 2014 and amended and restated or supplemented from time to timeas of March 31, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC2016 between Baytex Energy Corp., as administrative agent Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and collateral agent (the “Agent”) for the other persons party thereto in their capacity as Lenders and the Holders Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as defined thereinthe same may be further amended, modified, supplemented or restated, the "Credit Agreement"). Pursuant to the provisions of Section 2.6(d8.5(3) of the Financing Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iic) it is not a “10 10-percent shareholder” shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiid) it is not a “controlled foreign corporation” corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating U.S. Facility Lender with a certificate of its Non-U.S. Person status on IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E). By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such U.S. Facility Lender in writing, and (b) the undersigned shall have at all times furnished such U.S. Facility 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 three 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: ________ __, 201___ SCHEDULE K-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 made as of June 4, 2014 and amended and restated as of March 31, 2016 between Baytex Energy Corp., as Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and the other persons party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as the same may be further amended, modified, supplemented or restated, the "Credit Agreement"). Pursuant to the provisions of Section 8.5(3) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with executed originals 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, (d) none of its direct or indirect partners/members is a 10-percent shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating U.S. Facility Lender with IRS Form W-8IMY (or any successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (1) an IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) or (1) an IRS Form W-8IMY (or any successor form) accompanied by an IRS Form W-8BEN (or any successor form, as applicableincluding 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 Borrower and the Agent, such U.S. Facility Lender and (2) the undersigned shall have at all times furnished such U.S. Facility 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 three 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____ SCHEDULE K-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 made as of June 4, 2014 and amended and restated as of March 31, 2016 between Baytex Energy Corp., as Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and the other persons party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as the same may be further amended, modified, supplemented or restated, the "Credit Agreement"). Pursuant to the provisions of Section 8.5(3) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) under the U.S. Facility (as well as any note(s) evidencing such Loan(s) under the U.S. Facility) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) under the U.S. Facility (as well as any note(s) evidencing such Loan(s) under the U.S. Facility), (c) with respect to the extension of credit pursuant to the Credit Agreement or any other 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, (d) none of its direct or indirect partners/members is a ten percent shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the U.S. Borrower with IRS Form W-8IMY (or any successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) or (b) an IRS Form W-8IMY (or any successor form) accompanied by an IRS Form W-8BEN (or any successor form, 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 (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the U.S. Borrower and the Agent, and (ii) the undersigned shall have at all times furnished the U.S. Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two three calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF U.S. FACILITY LENDER] By: ________________________________________ Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING 201___ SCHEDULE L SUMMARY OF MATERIAL TERMS OF SECOND LIEN INTERCREDITOR AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with For the Technology and Support Agreement and Joint Marketing Agreement each purposes of which is entered into by Lender and a Service Provider.this Summary:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Third Amended and Restated Credit Agreement dated as of February [7]March 18, 2019 2022 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVDCP Midstream Operating, Ltd.LP, an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individuallyDCP Midstream, LP, a “Lender” and collectivelyDelaware limited partnership, as Parent, the “Lenders”) Lenders party thereto and Victory Park ManagementMizuho Bank, LLCLtd., as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 4.11 of the Financing 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, (iiiii) it is not a “10 10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals 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 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 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 H-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 Third Amended and Restated Credit Agreement dated as of March 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 4.11 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 “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[__] EXHIBIT H-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 Third Amended and Restated Credit Agreement dated as of March 18, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Pursuant to the provisions of Section 4.11 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 “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] EXHIBIT I FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of __________, _____, is by and between _______________, a _______________ __(the “Subsidiary Guarantor”), 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank DCP Midstream Operating, LP, a Delaware limited partnership (the “LenderBorrower”) and EF MarketingMizuho Bank, LLC Ltd., in its capacity as administrative agent (the “Administrative Agent”) under that certain Third Amended and Elevate Decision SciencesRestated Credit Agreement dated as of March 18, LLC 2022 (each as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Credit Agreement. The Subsidiary Guarantor is required by Section 7.12 of the Credit Agreement to become a “Service Provider”and collectively”Service Providers”Guarantor” thereunder. Accordingly, the Subsidiary Guarantor and the Borrower hereby agree as follows with the Administrative Agent, for the benefit of the Lenders: The Subsidiary Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Subsidiary Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Loan Documents, including without limitation (a) all of the representations and warranties set forth in Article VI of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles VII and VIII of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Obligations in accordance with Article XII of the Credit Agreement. The Rise Subsidiary Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto. The Borrower confirms that the Credit Agreement is, and upon the Subsidiary Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Subsidiary Guarantor becoming a Guarantor the term “Obligations,” as used in the Credit Agreement, shall include all obligations of the Subsidiary Guarantor under the Credit Agreement and under each other Loan (“Product”) Program Guidelines are agreed upon Document. Each of the Borrower and the Subsidiary Guarantor agrees that at any time and from time to time by Lender time, upon the written request of the Administrative Agent, it will execute and Service Providers deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the Technology terms and Support conditions of the Credit Agreement and Joint Marketing in order to effect the purposes of this Agreement. This Agreement may be executed in two or more counterparts, each of which is entered into shall constitute an original but all of which when taken together shall constitute one contract. This Agreement shall be governed by Lender and a Service Providerconstrued and enforced in accordance with the laws of the State of New York. The terms of Sections 11.5 and 11.6 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.
Appears in 1 contract
Samples: Credit Agreement (DCP Midstream, LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7]December 16, 2019 2011 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands SXC Health Solutions Corp. (the “Borrower”), the Guarantors from time to time Lenders party theretothereto and JPMorgan Chase Bank, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 2.17 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:______________________________________ Name: Title: Date: ________ __, 20__ EXHIBIT B-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 December 16, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SXC Health Solutions Corp. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:______________________________________ Name: Title: Date: ________ __, 20__ EXHIBIT B-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 December 16, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SXC Health Solutions Corp. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record 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 Credit 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 executed originals 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(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: :______________________________________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.Name: Title:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, First Amended and Restated Senior Secured Credit Agreement dated as of February [7]March 13, 2019 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPVHealthcare Trust Operating Partnership, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d§4.3(g)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ______, 20__ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT L-3
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Amended and Restated Financing Agreement, dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO AMENDED AND RESTATED FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Republic Bank & Trust Company (“Lender”) and EF EM Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Provider” and collectively “Service Providers”) The Rise Loan Elastic Line of Credit (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology Amended and Restated License and Support Agreement Agreement, the First Amendment to the Amended and Restated License and Support Agreement, the Amended and Restated Joint Marketing Agreement and the First Amendment to the Amended and Restated Joint Marketing Agreement, each of which is entered into by Lender and a Service Provider.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Credit Agreement dated as of February [7]August 21, 2019 2013 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d3.12(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ ___, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank 201_ A/75606222.4 EXHIBIT L-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of August 21, 2013 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 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 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 or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: __________, 201_
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Term Loan Agreement dated as of February [7]December 17, 2019 2015 (as modifiedamended, amendedrestated, extended, restated, amended and restated supplemented or supplemented otherwise modified in writing from time to time, the “Financing Loan Agreement”) by and ; the terms defined therein being used herein as therein defined), among EF SPVCSP Operating Partnership LP, Ltd., an exempted company incorporated with a Delaware limited liability under the laws partnership (to be renamed GPT Operating Partnership LP upon consummation of the Cayman Islands Merger), and GPT Property Trust LP, a Delaware limited partnership (the “BorrowerBorrowers”), Xxxxxxxx Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Guarantors Merger), the Lenders from time to time party theretothereto and Capital One, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCNational Association, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT C-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Revolving Credit and Term Loan Agreement dated as of February [7]January 25, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and ), among EF SPVXxxx-Xxxx Realty, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time lenders party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park ManagementJPMorgan Chase Bank, LLCN.A., as administrative agent and collateral agent (the “Agent”) for the Lenders and (in such capacity, together with its successors in such capacity, the Holders (as defined therein“Administrative Agent”). Pursuant to the provisions of Section 2.6(d4.13(g) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT O-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]May 16, 2019 2019, among Liberty Tax, Inc., a Delaware corporation, the Lenders party thereto and Citizens Bank, N.A., as Administrative Agent (as modified, the same may be amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by ). Capitalized terms used herein and among EF SPV, Ltd., an exempted company incorporated with limited liability under not defined herein shall have the laws of meanings assigned to such terms in the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 3.6 of the Financing 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, (iiiii) it is not a “10 ten percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, E (as applicable). 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 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.:
Appears in 1 contract
Samples: Credit Agreement (Liberty Tax, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Revolving Credit and Term Loan Agreement dated as of February [7]July 30, 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d3.12(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Internal Revenue Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: :___________________________________ Name: Title: Date: ________ __, 20[ 000[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT L-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) ), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 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 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 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 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 the 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By:____________________________________ Name: Title: Date: ________ __, 000[_]
Appears in 1 contract
Samples: Contribution Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Second Amended and Restated Revolving Credit and Term Credit Agreement dated as of February [7]December 12, 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ 201[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT C-2 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 Second Amended and Restated Revolving Credit and Term Credit Agreement dated as of December 12, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a Credit 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 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 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: ________ __, 201[_] EXHIBIT C-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 Second Amended and Restated Revolving Credit and Term Credit Agreement dated as of December 12, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) 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 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: ________ __, 201[_] EXHIBIT C-4 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 Second Amended and Restated Revolving Credit and Term Credit Agreement dated as of December 12, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 Credit 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 W-8BEN-E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[_] EXHIBIT D-1 FORM OF REVOLVING LOAN NOTE $[__________] December 12, 2018 FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to [_________________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxxxxx Xxxxxxxxxx Xxxx, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________] Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Second Amended and EF MarketingRestated Revolving Credit and Term Loan Agreement, LLC dated as of December 12, 2018, among the Lender, the Borrower, the other lending institutions named therein and Elevate Decision SciencesJPMorgan Chase Bank, LLC N.A., as administrative agent (each a the “Service Provider”and collectively”Service ProvidersAdministrative Agent”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, restated, replaced, supplemented or modified from time to time by Lender time, the “Credit Agreement”). Capitalized terms used herein and Service Providers not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the Technology terms of the Credit Agreement. Late charges and Support other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and Joint Marketing Agreement each the other Loan Documents. The principal of which this Note is entered into subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by Lender the Credit Agreement), and a Service Provider.also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [Signature Page to Follow]
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Term Loan Agreement dated as of February [7]December 12, 2019 2018 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ [_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank 121 EXHIBIT C-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Term Loan Agreement dated as of December 12, 2018 (as amended, supplemented or otherwise modified from time to time, the “LenderLoan Agreement”) ), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Loan 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 Loan 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 10 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 Lender 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 the Borrower and Service Providers 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 accordance with either the Technology and Support calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[_] 122 EXHIBIT C-3
Appears in 1 contract
Samples: Term Loan Agreement (Brixmor Operating Partnership LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Revolving Credit and Term Loan Agreement dated as of February [7]January 25, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and ), among EF SPVXxxx-Xxxx Realty, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time lenders party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park ManagementJPMorgan Chase Bank, LLCN.A., as administrative agent and collateral agent (the “Agent”) for the Lenders and (in such capacity, together with its successors in such capacity, the Holders (as defined therein“Administrative Agent”). Pursuant to the provisions of Section 2.6(d4.13(g) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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. 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 O-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 Amended and Restated Revolving Credit Agreement dated as of January 25, 2017 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 4.13(g) 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 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 (iiiv) 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 Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT O-4 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of January 25, 2017 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto (each a “Lender” and collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 4.13(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is not 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 Loan 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” 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 executed originals 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 applicableE or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Xxxx-Xxxx Realty Corporation Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF MarketingCBD CBD Properties Property Address City / State Harborside Financial Center 1 Jersey City, LLC and Elevate Decision SciencesNJ Harborside Financial Center 2 Jersey City, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance NJ Harborside Financial Center 3 Jersey City, NJ Harborside Financial Center 4-A Jersey City, NJ Xxxxxxxxxx Xxxxxxxxx Xxxxxx 0 Xxxxxx Xxxx, XX 000 Xxxxxx Xxxxxx Jersey City, NJ Hyatt Regency Jersey City Jersey City, NJ 000 Xxxxx Xxxxxx Xxxxxxx, XX Xxxxxx Center Philadelphia, PA 000 Xxxxxxxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, XX Schedule EMPL List of Employee Agreements with the Technology and Support Agreement and Joint Marketing Agreement each Key Management Individuals as of which is entered into by Lender and a Service Provider.January 25, 2017
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Amended and Restated Credit Agreement, dated as of February [7]March 3, 2019 2015 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Credit Agreement”) ), by and among EF SPVUbiquiti Networks, Ltd.Inc., a Delaware corporation (the “Parent Borrower”) and Ubiquiti International Holding Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Cayman Borrower”), the Guarantors from time to time party theretoas Borrowers, the lenders listed on the Schedule of Lenders attached party thereto (each individuallyand Xxxxx Fargo Bank, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCNational Association, as administrative agent Administrative Agent. Capitalized terms used herein and collateral agent (not defined herein shall have the “Agent”) for meanings assigned thereto in the Lenders and the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 4.11 of the Financing Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iic) it is not a “10 ten percent shareholder” (10%) shareholder of the either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiid) it is not a “controlled foreign corporation” corporation related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicableE (or any successor form). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender in writing and (2b) the undersigned shall have at all times furnished the Borrower and the 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 (2) 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 LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank __ EXHIBIT H-3 to Amended and Restated Credit Agreement dated as of March 3, 2015 by and among Ubiquiti Networks, Inc., and Ubiquiti International Holding Company Limited, as Borrowers, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.FOREIGN PARTICIPANT PARTNERSHIPS)
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement, dated as of February [7]11, 2019 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, amended, extended, restated, amended and restated replaced, or supplemented from time to time, the “Financing Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). DATE: [Date] Pursuant to the provisions of Section 2.6(d) 2.16 of the Financing Credit Agreement, the undersigned hereby certifies that (ia) it is not the sole record owner of the participation in respect of which it is providing this certificate, (b) its partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its partners/members is a “bank” bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iid) it none of its partners/members is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and Code, (iiie) it none of its partners/members is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (f) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals of IRS Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicablefrom each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender and (2ii) the undersigned shall have at all times furnished the Borrower and the 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 hereinDelivery of this Certificate by telecopy shall be effective as an original. , terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] as a Lender By: Name: Title: EXHIBIT 4.1(a) [FORM OF] LENDER CONSENT TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement, dated as of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date: ] This Consent is given pursuant to the Credit Agreement referenced above. The undersigned hereby (i) approves the Credit Agreement, (ii) authorizes and appoints the Administrative Agent as its agent in accordance with the terms of Article VIII of the Credit Agreement, (iii) authorizes the Administrative Agent to execute and deliver the Credit Agreement on its behalf, (iv) agrees that it is a Lender under the Credit Agreement and therefore shall have all the rights and obligations of a Lender under the Credit Agreement as if such Person had directly executed and delivered a signature page to the Credit Agreement and (v) has consented to, approved or accepted or is satisfied with, each document or other matter required under Section 4.1 to be consented to or approved by or be acceptable or satisfactory to a Lender. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. Delivery of this Consent by telecopy shall be effective as an original. A duly authorized officer of the undersigned has executed this Consent as of the _____ day of _____, ___ ___. as a Lender By: Name: Title: EXHIBIT 4.1(b) [FORM OF] OFFICER’S CERTIFICATE TO: Xxxxx Fargo Bank, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank National Association, as Administrative Agent RE: Credit Agreement, dated as of February 11, 2011, by and among Impax Laboratories, Inc. (the “LenderCompany”) ), the Guarantors, the Lenders and EF MarketingXxxxx Fargo Bank, LLC and Elevate Decision SciencesNational Association, LLC as Administrative Agent for the Lenders (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, modified, extended, restated, replaced, or supplemented from time to time by Lender time, the “Credit Agreement”; capitalized terms used herein and Service Providers not otherwise defined shall have the meanings set forth in accordance the Credit Agreement) DATE: [Date] I, Xxxxxx X. Xxxx, Xx., in connection with the Technology and Support Credit Agreement and Joint Marketing Agreement each the related opinion being delivered on behalf of which is entered into the Company by Lender Blank Rome LLP, hereby certify that I am the duly elected, qualified and a Service Provider.acting Senior Vice President, Finance, Chief Financial Officer and Corporate Secretary of the Company and that:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Credit Agreement dated as of February [7]March 3, 2019 2017 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVArgo Group International Holdings, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands Argo Group US, Inc., Argo International Holdings Limited and Argo Underwriting Agency Limited (collectively, the “BorrowerBorrowers”), the Guarantors from time to time Lenders party theretothereto and JPMorgan Chase Bank, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 2.17 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrowers 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 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 LENDER] By: Name: Title: Date: , 20 EXHIBIT B-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 March 3, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Argo Group International Holdings, Ltd., Argo Group US, Inc., Argo International Holdings Limited and Argo Underwriting Agency Limited (collectively, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record 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 Credit 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 the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with executed originals 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 Form W-8BEN-E, as applicableE or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or 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 Borrower Borrowers and the Administrative 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ 20 EXHIBIT C Form of Several Letter of Credit [JPMorgan Chase Bank Letterhead] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank Beneficiary: [Insert full Beneficiary name and address] Applicant: [Insert full applicant name and address] We, the issuing banks listed below (hereinafter referred to individually as an “LenderIssuing Bank” and collectively as the “Issuing Banks”) ), hereby establish this clean and EF Marketing, LLC irrevocable letter of credit in your favor as Beneficiary for drawings up to [currency] [amount]. This letter of credit is issued and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with effective on the Technology and Support Agreement and Joint Marketing Agreement each date hereof for obligations of which is entered into by Lender and a Service Providerthe applicant effective immediately.
Appears in 1 contract
Samples: Credit Agreement (Argo Group International Holdings, Ltd.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Second Amended and Restated Credit Agreement, dated as of February [7]May 6, 2019 2013 (as amended, modified, amended, extended, restated, amended supplemented or restated and restated or supplemented in effect from time to time, the “Financing Credit Agreement”) ), by and among EF SPVWaste Connections, Ltd.Inc., an exempted company incorporated with limited liability under the laws and certain of the Cayman Islands its Subsidiaries party thereto (collectively, the “BorrowerBorrowers”), the Guarantors Lenders from time to time party thereto, the lenders listed on the Schedule and Bank of Lenders attached thereto (each individuallyAmerica, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent Administrative Agent, L/C Issuer and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Swing Line Lender. Pursuant to the provisions of Section 2.6(d3.01(e) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” 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 Borrower Borrowers with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank Form of U.S. Tax Compliance Certificates EXHIBIT F-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 Second Amended and Restated Credit Agreement, dated as of May 6, 2013 (as amended, modified, supplemented or restated and in effect from time to time, the “LenderCredit Agreement”) ), by and EF Marketingamong Waste Connections, LLC Inc., and Elevate Decision Sciencescertain of its Subsidiaries party thereto (collectively, LLC (each a the “Service Provider”and collectively”Service ProvidersBorrowers”) The Rise Loan (“Product”) Program Guidelines are agreed upon ), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of 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. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform its participating Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Form of U.S. Tax Compliance Certificates 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 hereby made to the Second Amended and Restated Credit Agreement, dated as of May 6, 2013 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among Waste Connections, Inc., and certain of its Subsidiaries party thereto (collectively, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform its participating Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing 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 Certificates 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 hereby made to the Second Amended and Restated Credit Agreement, dated as of May 6, 2013 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among Waste Connections, Inc., and certain of its Subsidiaries party thereto (collectively, the “Borrowers”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of 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 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 or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 entered into by Lender 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 a Service Provider.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
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Non-U.S. Participants That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Credit Agreement, dated as of February October [7___], 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVCabot Corporation, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “BorrowerCompany”), the Guarantors certain of its Subsidiaries from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “LenderDesignated Borrower” and collectivelytogether with the Company, the “LendersBorrowers”) ), the Lenders party thereto and Victory Park ManagementJPMorgan Chase Bank, LLCN.A., as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders ), Swingline Lender and the Holders (as defined therein)an Issuing Bank. Pursuant to the provisions of Section 2.6(d) 2.17 of the Financing 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, (iiiii) it is not a “10 ten percent shareholder” of the Company or any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and Code, (iiiiv) it is not a “controlled foreign corporation” related to the Company or any Borrower 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 United States trade or business. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender in writing and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT B-3
Appears in 1 contract
Samples: Credit Agreement (Cabot Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Second Amended and Restated Credit Agreement dated as of February [7]November 21, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands CyrusOne LP (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees under §18.1 thereof (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) §4.4 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.__ XXXXXXX X-0
Appears in 1 contract
Samples: Credit Agreement (CyrusOne Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Sixth Amended and Restated Senior Revolving Credit Agreement dated as of February [7]August 20, 2019 2021 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands Terreno Realty LLC (the “Borrower”), the Guarantors from time to time financial institutions party thereto, the lenders listed on the Schedule of Lenders attached thereto and their assignees thereunder (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent and collateral agent Agent (the “Agent”) for the Lenders and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 3.5 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN, or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.20 EXHIBIT G-2
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]May 9, 2019 2017 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVSunrun Neptune Portfolio 2016-A, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LLC (the “Borrower”), the Guarantors financial institutions as Lenders from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, individually a “Lender” and and, collectively, the “Lenders”) and Victory Park Management), LLCSunTrust Bank, as administrative agent for the Lenders (in such capacity, and collateral agent (together with its successors and permitted assigns, the “Administrative Agent”) for and ING Capital LLC, as LC Issuer. Capitalized terms used herein and not otherwise defined herein have the Lenders and meanings given to them in the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 4.09 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a withholding certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as E (whichever is applicable). By executing this withholding certificate, the undersigned agrees that (1) if the information provided on this withholding certificate changes, the undersigned shall promptly so inform such Lender in writing and shall provide it with a new withholding certificate with the Borrower and the Agentcorrect information, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable)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 LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ __ [***] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance filed separately with the Technology Securities and Support Agreement and Joint Marketing Agreement each Exchange Commission. Exhibit D-3 Form of which is entered into by Lender and a Service Provider.U.S. Tax Compliance Certificate
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Loan and Security Agreement dated as of February [7]April 3, 2019 2017 (as modified, the same may be amended, extended, restated, amended and restated restated, supplemented, refinanced or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) ), by and among EF SPVSterling Construction Company, Ltd.Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Borrower”), the Guarantors guarantors party thereto from time to time party theretotime, the lenders listed on the Schedule of Lenders attached thereto (each individuallyWilmington Trust, National Association, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCnational banking association, as administrative agent agent, and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)each lender party thereto from time to time. Pursuant to the provisions of Section 2.6(d2.05(f)(iii)(D) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the CodeIRC, (iiiii) it is not a “10 ten-percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code IRC, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeIRC. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicableapplicable (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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: _____________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each Exhibit L-2 – Form of which is entered into by Lender and a Service Provider.U.S. Tax Compliance Certificate EXHIBIT L-3
Appears in 1 contract
Samples: Loan and Security Agreement (Sterling Construction Co Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Credit Agreement dated as of February [7_________], 2019 2020 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVReliance Steel & Aluminum Co., Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Borrower”), the Guarantors each lender party thereto from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park ManagementBank of America, LLCN.A., as administrative agent and collateral agent (the “Agent”) Administrative Agent for the Lenders and the Holders (as defined therein)Lenders. Pursuant to the provisions of Section 2.6(d3.1(e) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank Exhibit E Form of Tax Compliance Certificate EXHIBIT 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 Amended and Restated Credit Agreement dated as of [_________], 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) and EF Marketing), LLC and Elevate Decision Sciencesamong Reliance Steel & Aluminum Co., LLC a Delaware corporation (the “Borrower”), each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon lender party thereto from time to time (the “Lenders”) and Bank of America, N.A., as Administrative Agent for the Lenders. Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BENE (or W-8BEN, 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 E Form of Tax Compliance Certificate 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 Amended and Restated Credit Agreement dated as of [_________], 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Reliance Steel & Aluminum Co., a Delaware corporation (the “Borrower”), each lender party thereto from time to time (the “Lenders”) and Bank of America, N.A., as Administrative Agent for the Lenders. Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance 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 E Form of Tax Compliance Certificate 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 Amended and Restated Credit Agreement dated as of [_________], 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Reliance Steel & Aluminum Co., a Delaware corporation (the “Borrower”), each lender party thereto from time to time (the “Lenders”) and Bank of America, N.A., as Administrative Agent for the Lenders. Pursuant to the provisions of Section 3.1(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BENE (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BENE (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the 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[ ] Exhibit E Form of Tax Compliance Certificate EXHIBIT F FORM OF OPINION OF COUNSEL See attached. Exhibit F Form of Opinion of Counsel September 3, 2020 Bank of America, N.A, as Administrative Agent Building C 2000 Xxxxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Each of the Lenders Listed on Schedule A Attached Hereto Re: Reliance Steel & Aluminum Co. Credit Agreement I am the Senior Vice President, General Counsel and Corporate Secretary of Reliance Steel & Aluminum Co., a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the Technology Amended and Support Restated Credit Agreement (the “Credit Agreement”), dated as of the date hereof, among the Company, Bank of America, N.A., as administrative agent (the “Administrative Agent”) and Joint Marketing Agreement each the other lenders party thereto. Capitalized terms used but not defined herein have the respective meanings given them in the Credit Agreement. This letter is being delivered at the request of which is entered into by Lender the Company pursuant to Section 4.1(a)(iv) of the Credit Agreement. As to matters of fact relevant to the opinions expressed herein, I have relied upon, and a Service Provider.assumed the accuracy of, the representations and warranties contained in the Transaction Documents and I have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, I have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to my opinions, and no inference as to my knowledge concerning such facts should be drawn from my reliance on the representations of the Company in connection with the preparation and delivery of this letter. In connection with the delivery of this opinion, I have examined or caused to be examined the following agreements, instruments and other documents:
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Amended and Restated $300 Million Term Loan Agreement, dated as of February [7]March 1, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among The Xxxxxx Companies, Inc., as the Guarantors Borrower, KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT C-4 FORM OF
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Five-Year Credit Agreement dated as of February [7]October 18, 2019 2021 among Target Corporation, a Minnesota corporation (the “Borrower”), the Banks referred to therein, the Co-Documentation Agents and Syndication Agent referred to therein and Bank of America, N.A., as Agent, as amended, modified, amended, extended, restated, amended and restated replaced, or supplemented from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) 2.14 of the Financing Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iic) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Internal Revenue Code, and (iiid) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Agent and the Borrower its participating Bank with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-EE (or IRS Form W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Bank in writing, and (2b) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.____ EXHIBIT I-3
Appears in 1 contract
Samples: Credit Agreement (Target Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated the credit agreement made as of February [7]June 4, 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC2014 between Baytex Energy Corp., as administrative agent Canadian Borrower, Aurora USA Oil & Gas, Inc., as U.S. Borrower, The Bank of Nova Scotia and collateral agent (the “Agent”) for the other persons party thereto in their capacity as Lenders and the Holders Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as defined thereinamended, modified, supplemented or restated, the "Credit Agreement"). Pursuant to the provisions of Section 2.6(d8.5(3) of the Financing Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iic) it is not a “10 10-percent shareholder” shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiid) it is not a “controlled foreign corporation” corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating U.S. Facility Lender with executed originals a certificate of its Non-U.S. Person status on IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch U.S. Facility Lender in writing, and (2b) the undersigned shall have at all times furnished the Borrower and the Agent such U.S. Facility 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 three calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: ________________________________________ Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.201___ 31150487.8 SCHEDULE L-3
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Revolving Credit and Term Loan Agreement dated as of February [7]July 25, 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ 201[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 25, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[_] EXHIBIT D-1 FORM OF REVOLVING LOAN NOTE $[__________] July 25, 2016 FOR VALUE RECEIVED, the undersigned, BRIXMOR OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_________________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxxxxx Xxxxxxxxxx Xxxx, Newark, Delaware, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________] Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Amended and EF MarketingRestated Revolving Credit and Term Loan Agreement, LLC dated as of July 25, 2016, among the Lender, the Borrower, the other lending institutions named therein and Elevate Decision SciencesJPMorgan Chase Bank, LLC N.A., as administrative agent (each a the “Service Provider”and collectively”Service ProvidersAdministrative Agent”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, restated, replaced, supplemented or modified from time to time by Lender time, the “Credit Agreement”). Capitalized terms used herein and Service Providers not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the Technology terms of the Credit Agreement. Late charges and Support other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and Joint Marketing Agreement each the other Loan Documents. The principal of which this Note is entered into subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by Lender the Credit Agreement), and a Service Provideralso hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Revolving Credit and Term Loan Agreement dated as of February [7]June 9, 2019 2014 (as modifiedamended, amendedrestated, extended, restated, amended and restated supplemented or supplemented otherwise modified in writing from time to time, the “Financing Credit Agreement”) by and ; the terms defined therein being used herein as therein defined), among EF SPVGPT Property Trust LP, Ltd., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors Lenders from time to time party theretothereto and JPMorgan Chase Bank, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCN.A., as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(3) of the Financing 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, it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: :________ __, 20[ 201[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank ny-1177179 EXHIBIT C-2 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 Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “LenderCredit Agreement”) and EF Marketing; the terms defined therein being used herein as therein defined), LLC and Elevate Decision Sciencesamong GPT Property Trust LP, LLC a Delaware limited partnership (each a the “Service Provider”and collectively”Service ProvidersBorrower”) The Rise Loan (“Product”) Program Guidelines are agreed upon ), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, 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 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 Lender one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8ECI 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 Service Providers 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 accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date:_________, 201[_] ny-1177179 ny-1177179 EXHIBIT C-3
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Gramercy Property Trust Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption For That Are Not Partnerships for U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Credit Agreement, dated as of February [7]October 20, 2019 2017 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVSunrun Scorpio Portfolio 2017-A, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands LLC (the “Borrower”), the Guarantors financial institutions as Lenders from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, individually a “Lender” and and, collectively, the “Lenders”) and Victory Park Management), LLCKeyBank National Association, as administrative agent for the Lenders (in such capacity, and collateral agent (together with its successors and permitted assigns, the “Administrative Agent”) for and KeyBank National Association, as LC Issuer. Capitalized terms used herein and not otherwise defined herein have the Lenders and meanings given to them in the Holders (as defined therein)Credit Agreement. Pursuant to the provisions of Section 2.6(d) 4.09 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a withholding certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as E (whichever is applicable). By executing this withholding certificate, the undersigned agrees that (1) if the information provided on this withholding certificate changes, the undersigned shall promptly so inform the Borrower and the AgentAdministrative Agent and shall provide them with a new withholding certificate with the correct information, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable) in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: ______________________________ Name: ____________________________ Title: _____________________________ Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each __ CPAM: 12959353.4 Exhibit D-2 Form of which is entered into by Lender and a Service Provider.U.S. Tax Compliance Certificate
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Term Loan Agreement dated as of February [7]December 17, 2019 2015 (as modifiedamended, amendedrestated, extended, restated, amended and restated supplemented or supplemented otherwise modified in writing from time to time, the “Financing Loan Agreement”) by and ; the terms defined therein being used herein as therein defined), among EF SPVCSP Operating Partnership LP, Ltd., an exempted company incorporated with a Delaware limited liability under the laws partnership (to be renamed GPT Operating Partnership LP upon consummation of the Cayman Islands Merger) , and GPT Property Trust LP, a Delaware limited partnership (the “BorrowerBorrowers”), Xxxxxxxx Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Guarantors Merger), the Lenders from time to time party theretothereto and Capital One, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCNational Association, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d2.17(f)(ii)(B)(4) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20201[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT C-4 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 Term Loan Agreement dated as of December 17, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”; the terms defined therein being used herein as therein defined), among CSP Operating Partnership LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger) , and GPT Property Trust LP, a Delaware limited partnership (the “Borrowers”), Xxxxxxxx Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the Merger), the Lenders from time to time party thereto and Capital One, National Association, as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Loan 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 [name of Borrower] within the meaning of Section 881(h)(3)(B) of the Code and none of its direct or indirect partners/members is a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8ECI 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 Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201[ ] EXHIBIT D FORM OF TERM LOAN NOTE $[ ] [Date] FOR VALUE RECEIVED, the undersigned, CSP OPERATING PARTNERSHIP LP, a Delaware limited partnership (to be renamed GPT Operating Partnership LP upon consummation of the Merger), and GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrowers”), jointly and severally, promise to pay, without offset or counterclaim, to the order of [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address 000 Xxxx Xxx., 00xx Xx., Xxx Xxxx, XX 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrowers, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrowers pursuant to the Term Loan Agreement, dated as of December 17, 2015, among the Lender, the Borrowers, Xxxxxxxx Street Properties (to be renamed Gramercy Property Trust upon consummation of the Merger), the other lending institutions named therein and EF MarketingCapital One, LLC and Elevate Decision SciencesNational Association, LLC as administrative agent (each a the “Service Provider”and collectively”Service ProvidersAdministrative Agent”) The Rise Loan (“Product”) Program Guidelines are agreed upon as amended, restated, replaced, extended, supplemented or modified from time to time by Lender time, the “Loan Agreement”). Capitalized terms used herein and Service Providers not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Loan Agreement shall be applicable to this Note. The Borrowers also, jointly and severally, promise to pay (a) principal at the times provided in the Loan Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Loan Agreement and in all cases in accordance with the Technology terms of the Loan Agreement. Late charges and Support other charges and default rate interest shall be paid by Borrowers in accordance with, and subject to, the terms and conditions of the Loan Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Loan Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrowers. Payments of both principal and interest are to be made in dollars in immediately available funds to the account designated by the Administrative Agent pursuant to the Loan Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Loan Agreement and Joint Marketing Agreement each the other Loan Documents. The principal of which this Note is entered into subject to prepayment in whole or in part without penalty but subject to premium (and subject to the provisions of Section 2.16 of the Loan Agreement) in the manner and to the extent specified in the Loan Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrowers are full recourse obligations of the Borrowers. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Loan Agreement. The Borrowers and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by Lender the Loan Agreement), and a Service Provideralso hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Amended and Restated Credit Agreement dated as of February [7]June 23, 2019 2014 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d8.4(f)(ii)(B)(4) of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Bank with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Bank in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ 201[_] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of June 23, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time party thereto. Pursuant to the provisions of 8.4(f)(ii)(B)(4) 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 Bank with IRS Form W-8IMY accompanied by Lender one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Bank and Service Providers (2) the undersigned shall have at all times furnished such Bank with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[_] SCHEDULE 1 COMMITMENTS Lender and a Service Provider.JPMORGAN CHASE BANK, N.A. BANK OF AMERICA, N.A. $57,000,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $57,000,000 BARCLAYS BANK PLC $48,750,000 COMPASS BANK $48,750,000 PNC BANK, NATIONAL ASSOCIATION $48,750,000 ROYAL BANK OF CANADA $48,750,000 UNION BANK, N.A. $48,750,000 U.S. BANK NATIONAL ASSOCIATION $48,750,000 BANK OF THE WEST, N.A. $37,500,000 SUMITOMO MITSUI BANKING CORPORATION $37,500,000 COMERICA BANK $30,750,000 KEYBANK, NATIONAL ASSOCIATION $30,750,000 TOTAL $600,000,000 Lender Term Commitment JPMORGAN CHASE BANK, N.A. $14,250,000 BANK OF AMERICA, N.A. $14,250,000 XXXXX FARGO BANK, NATIONAL ASSOCIATION $14,250,000 BARCLAYS BANK PLC $12,187,500 COMPASS BANK $12,187,500 PNC BANK, NATIONAL ASSOCIATION $12,187,500 ROYAL BANK OF CANADA $12,187,500 UNION BANK, N.A. $12,187,500 U.S. BANK NATIONAL ASSOCIATION $12,187,500 BANK OF THE WEST, N.A. $9,375,000 SUMITOMO MITSUI BANKING CORPORATION $9,375,000 COMERICA BANK $7,687,500 KEYBANK NATIONAL ASSOCIATION $7,687,500 TOTAL $150,000,000 SCHEDULE 4.22 LABOR MATTERS
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For A Foreign Lenders Relying on the Portfolio Interest Exemption Participant That For U.S. United States Federal Income Tax PurposesPurposes is Neither (i) a Partnership, Nor (ii) an entity disregarded from its sole owner (a “DRE”) Whose Non-DRE Beneficial Owner is a Partnership) Reference is hereby made to that certain Financing Agreement, 5-Year Revolving Credit Agreement dated as of February [7]September 28, 2019 2012 (as modified, the same may be amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation, as the Guarantors Borrower, the lenders party thereto from time to time party theretotime, the lenders listed on the Schedule of Lenders attached issuing banks party thereto (each individuallyfrom time to time, a “Lender” and collectivelyXXXXX FARGO BANK, the “Lenders”) and Victory Park Management, LLCNATIONAL ASSOCIATION, as administrative agent Administrative Agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein)Swingline Lender. Pursuant to the provisions of Section 2.6(d) 2.17 of the Financing Credit Agreement, the undersigned Participant, (and, also, if the undersigned Participant is a DRE, the non-DRE beneficial owner of the undersigned Participant (“Tax Owner”)) hereby certifies that (i) the undersigned Participant is the sole record owner of the participation in respect of which it is providing this certificate, (ii) the undersigned Participant (or, if the undersigned Participant is a DRE, its Tax Owner) is the sole beneficial owner of the participation for United States federal income Tax purposes in respect of which it is providing this certificate, and (iii) the undersigned Participant (and, if the undersigned Participant is a DRE, its Tax Owner) is (A) not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiB) it is not a “10 ten percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiC) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Participant (and, if the undersigned Participant is a DRE, its Tax Owner) has furnished the participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned (and, if the undersigned is a DRE, its Tax Owner) 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: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: EXHIBIT G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participant That For United States Federal Income Tax Purposes Is (i) a Partnership or (ii) an entity disregarded from its sole owner (a “DRE”) Whose Non-DRE Beneficial Owner is a Partnership) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of September 28, 2012 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation, as the Borrower, the lenders party thereto from time to time, the issuing banks party thereto from time to time, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned Participant (and if the undersigned Participant is a DRE, the non-DRE beneficial owner of the undersigned Participant (“Tax Owner”)) hereby certifies that (i) the undersigned Participant is the sole record owner of the participation in respect of which it is providing this certificate, (ii) the undersigned Participant’s (and, if the undersigned Participant is a DRE, its Tax Owner’s) direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned Participant, its Tax Owner (if the undersigned Participant is a DRE) nor any of its (or, if the undersigned Participant is a DRE, its Tax Owner’s) 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 the undersigned Participant’s (and, if the undersigned Participant is a DRE, none of its Tax Owner’s) 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 the undersigned Participant’s (and, if the undersigned Participant is a DRE, none of its Tax Owner’s) 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 Participant (and if the undersigned Participant is a DRE, its Tax Owner) has furnished the participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: EXHIBIT G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lender That For United States Federal Income Tax Purposes Is (i) a Partnership or (ii) an entity disregarded from its sole owner (a “DRE”) Whose Non-DRE Beneficial Owner is a Partnership) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of September 28, 2012 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation, as the Borrower, the lenders party thereto from time to time, the issuing banks party thereto from time to time, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned Lender (and if the undersigned Lender is a DRE, the non-DRE beneficial owner of the Lender (“Tax Owner”)) hereby certifies that (i) the undersigned Lender is the sole record owner of the indebtedness resulting from Loans (as well as any Note(s) and other Loan Documents evidencing such indebtedness) in respect of which it is providing this certificate, (ii) the undersigned Lender’s (or, if the undersigned Lender is a DRE,, its Tax Owner’s) direct or indirect partners/members are the sole beneficial owners of such indebtedness (as well as any Note(s) and other Loan Documents evidencing such indebtedness), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned Lender, its Tax Owner (if the Lender is a DRE) nor any of the undersigned Lender’s (or, if the undersigned Lender is a DRE, its Tax Owner’s) 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 the undersigned Lender’s (and, if the undersigned Lender is a DRE, none of its Tax Owner’s) 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 the undersigned Lender’s (and, if the Lender is a DRE, none of its Tax Owner’s) 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 Lender (and if the undersigned Lender is a DRE, its Tax Owner) has furnished the Administrative Agent and the Borrower with executed originals IRS Form W-8IMY accompanied by one of the following forms from each of its direct and indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __[NAME OF TAX OWNER, 20[ IF PARTICIPANT IS A DRE] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.By: Name: Title:
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Samples: Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
TAX COMPLIANCE CERTIFICATE. Exhibit 10.1 (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Amended and Restated Credit Agreement, dated as of February [7]August 12, 2019 2021 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVChesapeake Utilities Corporation, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “Borrower”), the Guarantors Lenders from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individuallyand PNC BANK, a “Lender” and collectivelyNATIONAL ASSOCIATION, the “Lenders”) and Victory Park Management, LLC, in its capacity as administrative agent and collateral agent for the Lenders (the “Administrative Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d5.9(g) [Status of Lenders] of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” corporation as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with executed originals copies of its non-U.S. Person status on IRS Form W-8BEN (or IRS Form W-8BEN-E, as if 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank EXHIBIT H-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 that certain Amended and Restated Credit Agreement, dated as of August 12, 2021 (as amended, supplemented or otherwise modified from time to time, the “LenderCredit Agreement”) and EF Marketing), LLC and Elevate Decision Sciencesamong Chesapeake Utilities Corporation, LLC a Delaware corporation (each a the “Service Provider”and collectively”Service ProvidersBorrower”) The Rise Loan (“Product”) Program Guidelines are agreed upon ), the Lenders from time to time party thereto, and PNC BANK, Exhibit 10.1 NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of Section 5.9(g) [Status of Lenders] 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 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with executed copies of its non-U.S. Person status on IRS Form W-8IMY, accompanied by IRS Form W-8ECI or IRS Form W-8BEN (or IRS Form W-8BEN-E, if 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 H-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of August 12, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Chesapeake Utilities Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of Section 5.9(g) [Status of Lenders] 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 Exhibit 10.1 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 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with executed copies of 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-8CEI or IRS Form W-8BEN (or IRS Form W-8BEN-E, if applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8CEI or IRS Form W-8BEN (or IRS Form W-8BEN-E, if 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 Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each used herein shall have the meanings given to them in the Credit Agreement. [SIGNATURE PAGE FOLLOWS] [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT H-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 that certain Amended and Restated Credit Agreement, dated as of August 12, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Chesapeake Utilities Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Administrative Agent”). Exhibit 10.1 Pursuant to the provisions of Section 5.9(g) [Status of Lenders] 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 entered into by Lender and a Service Provider.providing this certificate,
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, Third Amended and Restated Credit Agreement dated as of February [7]March 19, 2019 2021 (as modified, amended, extended, restated, amended and restated supplemented, or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ), by and among EF SPVCommunity Healthcare Trust Incorporated, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Maryland corporation (the “Borrower”), the Guarantors financial institutions from time to time party theretoparties thereto as lenders (“Lenders”), the lenders listed on the Schedule of Lenders attached thereto Truist Bank, as Administrative Agent (each individually, a “Lender” together with its successors and collectivelyassigns in such capacity, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders Lenders, and the Holders (as defined therein)other parties thereto. Pursuant to the provisions of Section 2.6(d) 2.20 of the Financing 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” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code Code, and (iiiiv) it is not a “controlled foreign corporation” corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the 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 Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank Exhibit 2.20B EXHIBIT 2.20C 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 Third Amended and Restated Credit Agreement dated as of March 19, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the “LenderCredit Agreement”) ), by and EF Marketingamong Community Healthcare Trust Incorporated, LLC and Elevate Decision Sciencesa Maryland corporation (the “Borrower”), LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon the financial institutions from time to time parties thereto as lenders (“Lenders”), Truist Bank (together with its successors and assigns, the “Administrative Agent”), as Administrative Agent for the Lenders, and the other parties thereto. Pursuant to the provisions of Section 2.20 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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and Service Providers (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in accordance with either the Technology and Support 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 Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] Exhibit 2.20C EXHIBIT 2.20D
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Person Recipients That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Credit and Guaranty Agreement, dated as of February [7]April 2, 2019 (as modified, amended, extended, restated, amended and restated replaced, supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) ; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among EF SPVXXXX MEDICAL, Ltd.INC. and certain of its Subsidiaries, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”)as Guarantors, the Guarantors Lenders party thereto from time to time party theretotime, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLCXXXXXXX SACHS INTERNATIONAL, as administrative agent Administrative Agent and collateral agent (the “Agent”) Collateral Agent for the Lenders and the Holders (as defined therein)Lenders. Pursuant to the provisions of Section 2.6(d2.19(c) of the Financing Credit Agreement, the undersigned hereby certifies that (ithat(i) it is not a “bank” within the meaning of Section 881(c)(3)(A) sole record and beneficial owner of the CodeLoan(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 “10 percent shareholder” of the Borrower within the meaning bank for purposes of Section 881(c)(3)(B881(c)(3)(A) of the Code and Internal Revenue Code, (iii) it is not a “10% shareholder of Company within the meaning of Section 871(h)(3)(B) or Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation” described in corporation that is related to Company within the meaning of Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with executed originals a certificate of its Foreign Person status on IRS Form W-8BEN or W-8BEN, W-8BEN-E, as applicableE or any successor form thereto. 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 Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES EXHIBIT D-1 WEIL:\96958663\10\71605.0155 EXHIBIT D-2 TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.CREDIT AND GUARANTY AGREEMENT
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships For U.S. Federal Income Tax Purposes) Dated: [____] Reference is hereby made to that certain Financing Term Loan Credit Agreement, dated as of February [7]December 4, 2019 2015 (as modified, amended, extended, restated, amended and restated restated, supplemented or supplemented otherwise modified and in effect from time to time, the “Financing Credit Agreement”) ), by and among EF SPV, Ltd.Seaboard Foods LLC, an exempted company incorporated with Oklahoma limited liability under the laws of the Cayman Islands company (the “Borrower”), the Guarantors Guarantor (as defined therein), the financial institutions from time to time party thereto, the thereto as lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management), LLCCoBank, ACB, as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders ), and the Holders (as defined therein)others party thereto. Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. Pursuant to the provisions of Section 2.6(d3.2(f) of the Financing Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the portion of the Term Loan made by it (as well as any Note(s) evidencing such portion of the Term Loan) 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 Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.
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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Relying on the Portfolio Interest Exemption Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, the Term Loan Agreement dated as of February [January 7], 2019 2016 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Loan Agreement”) by and ), among EF SPVXxxx-Xxxx Realty, Ltd.L.P., an exempted company incorporated with a Delaware limited liability under the laws of the Cayman Islands partnership (the “Borrower”), the Guarantors from time to time lenders party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park ManagementBank of America, LLCN.A., as administrative agent and collateral agent (the “Agent”) for the Lenders and (in such capacity, together with its successors in such capacity, the Holders (as defined therein“Administrative Agent”). Pursuant to the provisions of Section 2.6(d4.13(g) of the Financing Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” bank within the meaning of Section 881(c)(3)(A) of the Code, (iiiii) it is not a “10 ten percent shareholder” shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and (iiiiv) it is not a “controlled foreign corporation” 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 executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 Financing Loan Agreement and used herein shall have the meanings given to them in the Financing Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT O-2
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TAX COMPLIANCE CERTIFICATE. (For Foreign Non-U.S. Lenders Relying on the Portfolio Interest Exemption That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing the Credit Agreement, dated as of February October [7___], 2019 2015 (as modified, amended, extended, restated, amended and restated supplemented or supplemented otherwise modified from time to time, the “Financing Credit Agreement”) by and ), among EF SPVCabot Corporation, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands a Delaware corporation (the “BorrowerCompany”), the Guarantors certain of its Subsidiaries from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “LenderDesignated Borrower” and collectivelytogether with the Company, the “LendersBorrowers”) ), the Lenders party thereto and Victory Park ManagementJPMorgan Chase Bank, LLCN.A., as administrative agent and collateral agent Administrative Agent (the “Administrative Agent”) for the Lenders ), Swingline Lender and the Holders (as defined therein)an Issuing Bank. Pursuant to the provisions of Section 2.6(d) 2.17 of the Financing Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any promissory 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, (iiiii) it is not a “10 ten percent shareholder” of the Company or any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code and Code, (iiiiv) it is not a “controlled foreign corporation” related to the Company or any Borrower 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 United States trade or business. The undersigned has furnished the Administrative Agent and the Borrower Company with executed originals a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Agent, Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Credit Agreement and used herein shall have the meanings given to them in the Financing Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.EXHIBIT B-2
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Samples: Credit Agreement (Cabot Corp)