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 the 19th day of July, 2019 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”). Pursuant to the provisions of Section 13.13(a) 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 Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to 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/ W-8BEN-E] or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT L-4
Appears in 2 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement made dated as of the 19th day of JulyMarch 30, 2019 2016 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by and 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 financial institutions from time to time signatory thereto (individually identified as a “Lender,” on Annex A of the Credit Agreement and any (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 such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)other Secured Parties. Pursuant to the provisions of Section 13.13(a) 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the 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 881(c)(3)(B871(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 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/ W-8BEN or W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] 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 the Borrowers and the Agent, and (2) the undersigned shall have at all times furnished such Lender 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 used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: By Name: Title: Date: , 20[ ] EXHIBIT L-4]
Appears in 2 contracts
Samples: Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made as of the 19th day of July, 2019 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”). Pursuant to the provisions of Section 13.13(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationAdvance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4Annex I Applicable Margin Grid Revolving Credit Facility (basis points per annum) Basis for Pricing Revolving Credit Eurodollar Margin 350 bps Revolving Credit Base Rate Margin 250 bps Revolving Credit Facility Fee 25 bps Letter of Credit Fees (exclusive of facing fees) 350 bps Annex II Percentages and Allocations Revolving Credit Facility REVOLVING REVOLVING CREDIT CREDIT WEIGHTED TOTAL LENDERS PERCENTAGE ALLOCATIONS PERCENTAGE ALLOCATIONS Comerica Bank 50 % $ 25,000,000.00 50 % $ 25,000,000.00 Western Alliance Bank 50 % $ 25,000,000.00 50 % $ 25,000,000.00 TOTALS 100 % $ 50,000,000.00 100 % $ 50,000,000.00 Annex III
Appears in 2 contracts
Samples: Credit Agreement (Accolade, Inc.), Credit Agreement (Accolade, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement made dated as of the 19th day of JulyAugust 21, 2019 2013 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a3.12(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20201[ ] EXHIBIT L-4XXXXXXX X-0
Appears in 2 contracts
Samples: Credit Agreement (Columbia Property Trust, Inc.), Credit Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Senior Secured Credit Agreement made dated as of the 19th day of JulyMarch 13, 2019 (as amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions from time to time signatory party thereto and their assignees under §18.1 thereof (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankKeyBank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), ) and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a§4.3(g)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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 such Lender the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. . [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: __, 20[ __ EXHIBIT “M” FORM OF CERTIFICATION OF RENT ROLL The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of __________, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] EXHIBIT L-4“N” FORM OF ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Manager”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Amended and Restated Credit Agreement made dated as of the 19th day of JulyAugust 10, 2019 2016 (as amended, restated restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Community Healthcare OP, LP, a Delaware limited partnership (the “Borrower”), Community Healthcare Trust Incorporated, a Maryland corporation (the “REIT Guarantor”), the financial institutions from time to time signatory parties thereto as lenders (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankSunTrust Bank (together with its successors and assigns, the “Administrative Agent”), as Administrative Agent for the Lenders (in such capacity, the “Agent”)Lenders, and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: :_____________________________________________ Name: Title: Date: :_______ __, 20[ ] Exhibit 2.20D EXHIBIT L-43.1(b)(iii) REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT THIS REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT (this “Agreement”) dated as of August 10, 2016 executed by each of the undersigned “Grantors” (the “Grantors”) in favor of SUNTRUST BANK, as Administrative Agent (the “Administrative Agent”) and each of the other Secured Parties (as defined in the Restated Credit Agreement (defined below)).
Appears in 1 contract
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 Agreement, dated as of May 25, 2021, among Tweedy, Xxxxxx Fund Inc. and The Bank of New York Mellon, as the 19th day of July, 2019 Bank (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), . Each term defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement when used herein. Pursuant to the provisions of Section 13.13(a) 3.4 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 Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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[ ] TWEEDY, XXXXXX FUND INC. EXHIBIT L-4G-4
Appears in 1 contract
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 made Agreement, dated as of the 19th day of JulyMarch 3, 2019 2015 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto Ubiquiti Networks, Inc., a Delaware corporation, (individually a “Lender,” and any and all such financial institutions collectively the “LendersParent Borrower”) and Ubiquiti International Holding Company Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Cayman Borrower”), Comerica as Borrowers, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent for Agent. Capitalized terms used herein and not defined herein shall have the Lenders (meanings assigned thereto in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement. Pursuant to the provisions of Section 13.13(a) 4.11 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) 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, (ivd) none of its direct or indirect partners/members is a ten percent (10%) shareholder of either Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to either 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: (ia) an IRS Form [W-8BEN/ W-8BEN-E] E (or any successor form), or (iib) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] E (or any successor form), from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2ii) 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. 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 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 (FOREIGN LENDER PARTNERSHIPS) 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 March 3, 2015 (the “Credit Agreement”), by and among Ubiquiti Networks, Inc., a Delaware corporation, (the “Parent Borrower”) and Ubiquiti International Holding Company Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Cayman Borrower”), as Borrowers, the Lenders party thereto 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 4.11 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 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 either 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 either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower 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: (a) an IRS Form W-8BEN-E (or any successor form), or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or any successor form), from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Agent and the Administrative Agent and (ii) the undersigned shall have at all times furnished the Borrower 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 (2) calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20__ EXHIBIT L-4I 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 US SUBSIDIARY GUARANTY AGREEMENT US SUBSIDIARY GUARANTY AGREEMENT dated as of _________, 20__ by and between Certain Domestic Subsidiaries of UBIQUITI NETWORKS, INC., as Subsidiary Guarantors, in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent TABLE OF CONTENTS Page
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Loan Agreement, dated as of the 19th day of JulyNovember 1, 2019 2017 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among The Xxxxxx Companies, Inc., as Borrower, DNB Bank ASA, New York Branch, as Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] Table of Contents EXHIBIT L-4D FORM OF NOTE $[ ] [ ] [ ], [ ] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware corporation(the “Borrower”), hereby promises to pay, without offset or counterclaim, to [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Loan Agreement, dated as of November 1, 2017 (as amended, restated, replaced, supplemented or modified from time to time, the “Credit Agreement”), among the Lender, the Borrower, the other lending institutions named therein and DNB Bank ASA, New York Branch, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 (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 terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by the 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 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 the other Loan Documents. The principal of this Note is 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 Table of Contents 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 the Credit Agreement), and 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. Table of Contents EXHIBIT D
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Dated: [____] Reference is hereby made to the that certain Term Loan Credit Agreement made Agreement, dated as of the 19th day of JulyDecember 4, 2019 2015 (as amended, restated amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among Seaboard Foods LLC, an Oklahoma limited liability company (the “Borrower”), the Guarantor (as defined therein), the financial institutions from time to time signatory party thereto as lenders (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankCoBank, ACB, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), and Accolade, Inc. (“Borrower”)the 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 13.13(a3.2(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation 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) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] , as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT L-4.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Senior Secured Credit Agreement made dated as of the 19th day of JulyMarch 13, 2019 (as amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions from time to time signatory party thereto and their assignees under §18.1 thereof (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankKeyBank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), ) and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a§4.3(g)(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 Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN-E] E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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 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 L-4__ XXXXXXX X-0
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement made dated as of the 19th day of JulyJuly 30, 2019 2015 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), each of the financial institutions from time to time initially a signatory thereto together with their assignees under Section 12.5. thereof (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Xxxxx Fargo Bank, National Association, as Administrative the Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a) 3.12 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 881(c)(3)(B871(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/ W-8BEN or W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] 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 L-4K-4
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made dated as of the 19th day of JulyMarch [__], 2019 2013 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually AZZ incorporated, a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. Texas corporation (“Borrower”), 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 13.13(a3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT L-4]
Appears in 1 contract
Samples: Credit Agreement (Azz Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Non-U.S. Lenders That Are Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Agreement, dated as of the 19th day of JulyOctober [__], 2019 2015 (as amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Cabot Corporation, a Delaware corporation (the financial institutions “Company”), certain of its Subsidiaries from time to time signatory party thereto (individually each a “Lender,Designated Borrower” and any and all such financial institutions collectively together with the Company, the “LendersBorrowers”), Comerica the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swingline Lender and Accolade, Inc. (“Borrower”)an Issuing Bank. Pursuant to the provisions of Section 13.13(a) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its direct or indirect partners’/members’ conduct of a United States trade or business. The undersigned has furnished its participating Lender the Administrative Agent and the Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Company and the Administrative Agent and (2) the undersigned shall have at all times furnished such Lender the 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 Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: EXHIBIT C FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: _______________, 20[ ] EXHIBIT L-4______ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.23(b) of that certain Credit Agreement, dated as of October [___], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cabot Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of _________________ (the “Additional Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Additional Designated Borrower is a wholly-owned Subsidiary of the Company. The documents required to be delivered to the Administrative Agent under Sections 2.23 and 4.03 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the Additional Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Additional Designated Borrower would have had if the Additional Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Additional Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. The parties hereto hereby request that the Additional Designated Borrower be entitled to receive Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Additional Designated Borrower nor the Company on its behalf shall have any right to request any Loans for its account unless and until the date five (5) Business Days after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.23(b) of the Credit Agreement. This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Credit Agreement (Cabot Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made dated as of the 19th day of JulyMay 16, 2019 (as amended, restated restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), by among Xxxxxxx Resources, LLC, a Delaware limited liability company, as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, and among the financial institutions each Bank from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a) 13.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to the Credit Agreement or any other Loan Paper, 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 Borrower within the meaning of Section 881(c)(3)(B871(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 Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Administrative Agent and Borrower with IRS Form W-8IMY W- 8IMY (or applicable successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] E (or applicable successor form) or (ii) an IRS Form W-8IMY (or applicable successor form) accompanied by an IRS Form [W-8BEN/ W-8BEN-E] E (or applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Borrower and Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender Borrower and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTBANK] By: Name: Title: Date: , 20[ ] EXHIBIT L-4J FORM OF ELECTED COMMITMENT INCREASE CERTIFICATE [ ], 20[ ] To: Xxxxx Fargo Bank, N.A., as Administrative Agent Xxxxxxx Resources, LLC, a Delaware limited liability company (“Borrower”), Administrative Agent and certain Banks have heretofore entered into a Credit Agreement dated as of May 16, 2019 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Elected Commitment Increase Certificate is being delivered pursuant to Section 2.15(b)(vi) of the Credit Agreement. Please be advised that the undersigned Bank has agreed (a) to increase its Elected Commitment under the Credit Agreement effective [ ], 20[ ] (the “Increase Effective Date”) from $[ ] to $[ ] and (b) that it shall continue to be a party in all respects to the Credit Agreement and the other Loan Papers. With reference to Section 2.15(b)(iv) of the Credit Agreement, Borrower hereby confirms that [Check Applicable Box]: [ ] There are, or if the Increase Effective Date is after the date hereof, there will be no Eurodollar Borrowings outstanding on the Increase Effective Date. [ ] There are, or if the Increase Effective Date is after the date hereof, there will be Eurodollar Borrowings outstanding on the Increase Effective Date and Borrower will pay any compensation required by Section 3.3 of the Credit Agreement on the Increase Effective Date. Very truly yours, XXXXXXX RESOURCES, LLC, a Delaware limited liability company By: Name: Title: ACCEPTED AND AGREED: XXXXX FARGO BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [NAME OF INCREASING BANK] By: Name: Title: EXHIBIT K FORM OF ADDITIONAL BANK CERTIFICATE [ ], 20[ ] To: Xxxxx Fargo Bank, N.A., as Administrative Agent Xxxxxxx Resources, LLC, a Delaware limited liability company (“Borrower”), Administrative Agent and certain Banks have heretofore entered into a Credit Agreement dated as of May 16, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Bank Certificate is being delivered pursuant to Section 2.15(b)(vii) of the Credit Agreement. Please be advised that the undersigned Additional Bank has agreed (a) to become a Bank under the Credit Agreement effective [ ], 20[ ] (the “Additional Bank Effective Date”) with a Maximum Aggregate Credit Amount of $[ ] and an Elected Commitment of $[ ] and (b) that it shall be a party in all respects to the Credit Agreement and the other Loan Papers. This Additional Bank Certificate is being delivered to Administrative Agent together with
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement made dated as of the 19th day of JulyDecember [__], 2019 2018 (as amended, restated amended and restated, modified or otherwise modified supplemented from time to time, and in effect on the date hereof, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto between Cambrex Corporation, (individually a “Lender,” and any and all such financial institutions collectively the “LendersCompany”)) the Subsidiary Borrowers party thereto, Comerica the Subsidiary Guarantors party thereto, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (Lenders. Terms defined in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement are used herein with the same meanings. Pursuant to the provisions of Section 13.13(a) 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iiic) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten “10-percent shareholder shareholder” of the Company or any Subsidiary Borrower (as applicable) within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Company or any Subsidiary Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the Company (or any requesting Subsidiary 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: (ia) an IRS Form [W-8BEN/ W-8BEN (or IRS Form W-8BEN-E] , as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ 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 (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company (and, if applicable, such Lender Subsidiary Borrower) and the Administrative Agent and (2ii) the undersigned shall have at all times furnished such Lender the Company (or any requesting Subsidiary 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 (2) 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 (Foreign Lender Partnerships or Pass-Through Entities) EXHIBIT H [FORM OF] EXHIBIT L-4[TERM/REVOLVING/SWINGLINE] NOTE __________, 20___ FOR VALUE RECEIVED, the undersigned, [INSERT NAME OF BORROWER], a _________________________________ (the “Borrower”), promises to pay to _______________ (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the aggregate unpaid Dollar Equivalent of all [Term][Revolving Credit][Swingline] Loans made by the Lender to the Borrower pursuant to that certain Amended and Restated Credit Agreement dated as of December [__], 2018 (as amended, restated, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), by and among Cambrex Corporation, the Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders party thereto 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. The unpaid principal amount of this promissory note (this “Note”) from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest as provided in Section 2.12 of the Credit Agreement. All payments of principal and interest on this Note shall be payable in immediately available funds as provided in the Credit Agreement. At the time of each [Term][Revolving Credit][Swingline] Loan, and upon each payment or prepayment of principal of each [Term][Revolving Credit][Swingline] Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof or in such Lender's own books and records, in each case specifying the amount of such [Term][Revolving Credit][Swingline] Loan, the respective Interest Period thereof (in the case of Eurocurrency Loans) or the amount of principal paid or prepaid with respect to such [Term][Revolving Credit][Swingline] Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Obligations of the undersigned Borrower hereunder or under the Credit Agreement. This Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Note and on which such Obligations may be declared to be immediately due and payable. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The Indebtedness evidenced by this Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Note. Exhibit H Form of Note
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference This U.S. Tax Compliance Certificate is hereby made given by _____________________, a Responsible Officer of [________________] (the “Lender”), pursuant to the that certain Credit and Security Agreement made (Revolving Loan), dated as of March 26, 2018 among the 19th day of JulyHTG Molecular Diagnostics, 2019 Inc. (“Borrower Representative”), and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among . Capitalized terms used herein without definition shall have the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively meanings set forth in the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement. Pursuant to the provisions of Section 13.13(a2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Financing 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 881(c)(3)(B871(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 Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower Representative and Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower Representative and Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT L-4Exhibit F to Credit Agreement (Closing Checklist) (See attached) Schedule 6.1 – Minimum Revenue Defined Period Ending Minimum Net Revenue 31-Mar-19 20,625,168 30-Jun-19 22,071,482 30-Sep-19 23,902,560 31-Dec-19 25,000,000 31-Mar-20 30,752,094 30-Jun-20 36,543,485 30-Sep-20 43,266,235 31-Dec-20 50,000,000
Appears in 1 contract
Samples: Credit and Security Agreement (HTG Molecular Diagnostics, Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit that certain Term Loan Agreement made dated as of the 19th day of JulyDecember 17, 2019 2015 (as amended, restated restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit 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”), by and among Xxxxxxxx Street Properties, a Maryland real estate investment trust (to be renamed Gramercy Property Trust upon consummation of the financial institutions Merger), the Lenders from time to time signatory party thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”)Capital One, Comerica BankNational Association, as Administrative Agent administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Accolade, Inc. (“Borrower”). Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this 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, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower [name of Borrower] as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the 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/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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 the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20201[ ] EXHIBIT L-4C-3
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TAX COMPLIANCE CERTIFICATE. (For Foreign Non-U.S. Participants That Are Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Agreement, dated as of the 19th day of JulyOctober [__], 2019 2015 (as amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Cabot Corporation, a Delaware corporation (the financial institutions “Company”), certain of its Subsidiaries from time to time signatory party thereto (individually each a “Lender,Designated Borrower” and any and all such financial institutions collectively together with the Company, the “LendersBorrowers”), Comerica the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swingline Lender and Accolade, Inc. (“Borrower”)an Issuing Bank. Pursuant to the provisions of Section 13.13(a) 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 Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners’/members’ conduct of a United States trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT L-4B-4
Appears in 1 contract
Samples: Credit Agreement (Cabot Corp)
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 that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the 19th day of July“Borrower”), 2019 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 amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by . Capitalized terms used herein and among not otherwise defined herein shall have the financial institutions from time meanings assigned to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively them in the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Agreement. Pursuant to the provisions of Section 13.13(a5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN or IRS Form W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4]
Appears in 1 contract
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 Term Loan Agreement, dated as of the 19th day of JulyDecember 17, 2019 2021 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), by among The Xxxxxx Companies, Inc., as the Borrower, PNC Bank, National Association, as the Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit 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, (iv) none of its direct or indirect partners/members is a ten 10 percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT L-4C-3 FORM OF
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Dated: [____] Reference is hereby made to the that certain Term Loan Credit Agreement made Agreement, dated as of the 19th day of JulyDecember 4, 2019 2015 (as amended, restated amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among Seaboard Foods LLC, an Oklahoma limited liability company (the “Borrower”), the Guarantor (as defined therein), the financial institutions from time to time signatory party thereto as lenders (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankCoBank, ACB, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), and Accolade, Inc. (“Borrower”)the 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 13.13(a3.2(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN or W-8BEN-E] , as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] , as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT L-4.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement made dated as of the 19th day of JulyMarch 29, 2019 2017 (as amended, restated restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Community Healthcare OP, LP, a Delaware limited partnership (the “Borrower”), Community Healthcare Trust Incorporated, a Maryland corporation (the “REIT Guarantor”), the financial institutions from time to time signatory parties thereto as lenders (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankSunTrust Bank (together with its successors and assigns, the “Administrative Agent”), as Administrative Agent for the Lenders (in such capacity, the “Agent”)Lenders, and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a) 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] Exhibit 2.20D EXHIBIT L-43.1(b)(iii) SECOND REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT THIS SECOND REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT (this “Agreement”) dated as of March 29, 2017 executed by each of the undersigned “Grantors” (the “Grantors”) in favor of SUNTRUST BANK, as Administrative Agent (the “Administrative Agent”) and each of the other Secured Parties (as defined in the Restated Credit Agreement (defined below)).
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement made Agreement, dated as of the 19th day of JulyMarch 21, 2019 2017 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually AZZ INC., a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. Texas corporation (“Borrower”), the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender. Pursuant to the provisions of Section 13.13(a3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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 such Lender the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT L-4]
Appears in 1 contract
Samples: Credit Agreement (Azz Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit and Term Loan Agreement made dated as of the 19th day of JulyJuly 16, 2019 2013 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among Brixmor Operating Partnership LP, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20201[ ] EXHIBIT L-4C-3
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Brixmor Property Group Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement made dated as of the 19th day of JulyAugust 21, 2019 2013 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a3.12(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: __________, 20[ ] 201_ A/75606222.4 EXHIBIT L-4L-3
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement made dated as of the 19th day of JulyOctober 3, 2019 2022 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among Xxxxxx Realty, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and among the financial institutions each Bank from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a8.4(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTBANK] By: Name: Title: Date: ________ __, 20[ 202[_] EXHIBIT L-4SCHEDULE 1A LOAN COMMITMENTS Lender Term Loan Commitment JPMorgan Chase Bank, N.A. $40,000,000.00 Bank of America, N.A. $40,000,000.00 PNC Bank, National Association $40,000,000.00 U.S. Bank National Association $40,000,000.00 The Bank of Nova Scotia $40,000,000.00 The Bank of New York Mellon $32,000,000.00 Bank of the West, a California Banking Corporation $32,000,000.00 Barclays Bank PLC $32,000,000.00 KeyBank National Association $32,000,000.00 Sumitomo Mitsui Banking Corporation $32,000,000.00 Associated Bank, National Association $15,000,000.00 MUFG Union Bank, N.A. $15,000,000.00 Comerica Bank $10,000,000.00 TOTAL $400,000,000.00 SCHEDULE 4.22 LABOR MATTERS
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Amended and Restated $300 Million Term Loan Agreement, dated as of the 19th day of JulyMarch 1, 2019 2016 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), by among The Xxxxxx Companies, Inc., as the Borrower, KeyBank National Association, as Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this 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, (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)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4D FORM OF NOTE $[ ] [ ] [ ], [ ] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware (the “Borrower”), hereby promises to pay, without offset or counterclaim, to [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 0000 Xxxxxxxx Xxxx, Brooklyn, Ohio 44144, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Amended and Restated $300 Million Term Loan Agreement, dated as of March 1, 2016 (as amended, restated, replaced, supplemented or modified from time to time, the “Loan Agreement”), among the Lender, the Borrower, the other lending institutions named therein and KeyBank National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 (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 terms of the Loan Agreement. Late charges and other charges and default rate interest shall be paid by the 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 the other Loan Documents. The principal of this Note is 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 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 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 Loan 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 the Loan Agreement), and 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. EXHIBIT D
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement made dated as of the 19th day of JulyJuly 30, 2019 2015 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among COLUMBIA PROPERTY TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), each of the financial institutions from time to time initially a signatory thereto together with their assignees under Section 12.5. thereof (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Xxxxx Fargo Bank, National Association, as Administrative the Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a) 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] 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 the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: __________________ Name: _____________ Title: ______________ Date: ________ __, 20[ ] EXHIBIT L-4__
Appears in 1 contract
Samples: Term Loan Agreement (Columbia Property Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Loan Agreement, dated as of the 19th day of JulyNovember 2, 2019 2021 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), by among The Xxxxxx Companies, Inc., as the Borrower, The Bank of Nova Scotia, as the Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to the 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, (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)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT L-4D FORM OF NOTE $[__________] [________] [__], [____] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay, without offset or counterclaim, to [_________________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxx Xxxxxx West, 4th Floor, Toronto, Ontario, Canada M5V 2T3, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________] Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Loan Agreement, dated as of November 2, 2021 (as amended, restated, replaced, supplemented or modified from time to time, the “Loan Agreement”), among the Lender, the Borrower, the other lending institutions named therein and The Bank of Nova Scotia, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 (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 terms of the Loan Agreement. Late charges and other charges and default rate interest shall be paid by the 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 the other Loan Documents. The principal of this Note is 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 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 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 Loan 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 the Loan Agreement), and 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.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement made dated as of the 19th day of JulyDecember [__], 2019 2018 (as amended, restated restated, amended and restated, modified or otherwise modified supplemented from time to time, and in effect on the date hereof, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto between Cambrex Corporation, (individually a “Lender,” and any and all such financial institutions collectively the “LendersCompany”)) the Subsidiary Borrowers party thereto, Comerica the Subsidiary Guarantors party thereto, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (Lenders. Terms defined in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement are used herein with the same meanings. Pursuant to the provisions of Section 13.13(a) 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten “10-percent shareholder shareholder” of the Company or any Subsidiary Borrower (as applicable) within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Company or any Subsidiary 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: (ia) an IRS Form [W-8BEN/ W-8BEN (or IRS Form W-8BEN-E] , as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ 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 (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2ii) 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. 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-3 Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships and Pass-Through Entities) EXHIBIT L-4G-4 [Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships or Pass-Through Entities)]
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Agreement, dated as of May 25, 2021, among Tweedy, Xxxxxx Fund Inc. and The Bank of New York Mellon, as the 19th day of July, 2019 Bank (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), . Each term defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement when used herein. Pursuant to the provisions of Section 13.13(a) 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Bank and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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 the Borrower and the Bank, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the 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 PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ ] TWEEDY, XXXXXX FUND INC. EXHIBIT L-4H FORM OF JOINDER AGREEMENT JOINDER AGREEMENT NO. ___, dated as of _____________ (this “Joinder Agreement”), between Tweedy, Xxxxxx Fund Inc., a Maryland corporation (the “Company”), acting on behalf of and for the account of the New Fund (as defined below) and The Bank of New York Mellon.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Amended and Restated $700 Million Term Loan Agreement, dated as of the 19th day of JulyMarch 1, 2019 2016 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), by among The Xxxxxx Companies, Inc., as the Borrower, KeyBank National Association, as Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this 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, (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)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4D FORM OF NOTE $[ ] [ ] [ ], [ ] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware (the “Borrower”), hereby promises to pay, without offset or counterclaim, to [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 0000 Xxxxxxxx Xxxx, Brooklyn, Ohio 44144, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Amended and Restated $700 Million Term Loan Agreement, dated as of March 1, 2016 (as amended, restated, replaced, supplemented or modified from time to time, the “Loan Agreement”), among the Lender, the Borrower, the other lending institutions named therein and KeyBank National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 (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 terms of the Loan Agreement. Late charges and other charges and default rate interest shall be paid by the 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 the other Loan Documents. The principal of this Note is 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 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 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 Loan 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 the Loan Agreement), and 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. EXHIBIT D
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cooper Companies Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Loan Agreement, dated as of the 19th day of JulyNovember 1, 2019 2018 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among The Xxxxxx Companies, Inc., as Borrower, PNC Bank, National Association, as Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4D FORM OF NOTE $[ ] [ ] [ ], [ ] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware corporation(the “Borrower”), hereby promises to pay, without offset or counterclaim, to [ ] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [ ] Dollars ($[ ]) or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Loan Agreement, dated as of November 1, 2018 (as amended, restated, replaced, supplemented or modified from time to time, the “Credit Agreement”), among the Lender, the Borrower, the other lending institutions named therein and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 (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 terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by the 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 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 the other Loan Documents. The principal of this Note is 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 the Credit Agreement), and 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.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement made as of the 19th day of Julydated December 21, 2019 2011 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among Mistras Group, Inc., Bank of America, N.A., as Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference This U.S. Tax Compliance Certificate is hereby made given by _____________________, a Responsible Officer of ________________ (the “Borrower Representative”), pursuant to the that certain Amended and Restated Credit and Security Agreement made (Revolving Loan), dated as of the 19th day of JulyJuly 1, 2019 among the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Funding IV Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among . Capitalized terms used herein without definition shall have the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively meanings set forth in the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement. Pursuant to the provisions of Section 13.13(a2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Financing 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 881(c)(3)(B871(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 the Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower Representative and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower Representative and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ \DC - 036639/000049 - 14174740 v12 Schedule 6.1 – Minimum Net Revenue Defined Period Ending Minimum Net Revenue Amount May 31, 20[ ] EXHIBIT L-42019 $65,500,000 June 30, 2019 $68,000,000 July 31, 2019 $69,250,000 August 31, 2019 $70,500,000 September 30, 2019 $73,000,000 October 31, 2019 $75,000,000 November 30, 2019 $77,000,000 December 31, 2019 $80,000,000 January 31, 2020 $81,650,000 February 28, 2020 $83,300,000 March 31, 2020 $84,950,000 April 30, 2020 $86,600,000 May 31, 2020 $88,250,000 June 30, 2020 $89,900,000 July 31, 2020 $91,550,000 August 31, 2020 $93,200,000 September 30, 2020 $94,850,000 October 31, 2020 $96,550,000 November 30, 2020 $98,275,000 December 31, 2020 $100,000,000 January 31, 2021 and thereafter In accordance with Section 6.1.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Second Amended and Restated Loan and Security Agreement made dated as of the 19th day of JulyOctober 26, 2019 2018 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by and 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 financial institutions from time to time signatory thereto (individually identified as a “Lender,” on Annex A of the Credit Agreement and any (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 such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)other Secured Parties. Pursuant to the provisions of Section 13.13(a) 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 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 any Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN or W-8BEN-E] E or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] 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 L-4J-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 Second Amended and Restated Loan and Security Agreement dated as of October 26, 2018 (as amended, supplemented or otherwise modified from time to 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 financial institutions identified as a “Lender” on Annex A of the Credit Agreement and (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 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 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 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 Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference This U.S. Tax Compliance Certificate is hereby made given by _____________________, a Responsible Officer of ________________ (the “Borrower Representative”), pursuant to the that certain Amended and Restated Credit and Security Agreement made (Term Loan), dated as of the 19th day of JulyJuly 1, 2019 among the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among . Capitalized terms used herein without definition shall have the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively meanings set forth in the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)Credit Agreement. Pursuant to the provisions of Section 13.13(a2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Financing 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 881(c)(3)(B871(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 the Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower Representative and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower Representative and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: , 20[ ] EXHIBIT L-4\DC - 036639/000049 - 14173176 v11 Schedule 2.1 – Amortization Term Loan Tranche 1 Commencing on August 1, 2021 (the “Amortization Start Date”) and continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche 1 an amount equal to the total principal amount of the Term Loan Tranche 1 made to Borrower divided by thirty-six (36), for a thirty-six (36) month straight-line amortization of equal monthly principal payments. Term Loan Tranche 2 Commencing on the Amortization Start Date and continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche 2 an amount equal to the total principal amount of the Term Loan Tranche 2 made to Borrower divided by thirty-six (36), for a thirty-six (36) month straight-line amortization of equal monthly principal payments. Term Loan Tranche 3 Commencing on the Amortization Start Date, and continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche 3 an amount equal to the total principal amount of the Term Loan Tranche 3 made to Borrower divided by thirty-six (36), for a thirty-six (36) month straight-line amortization of equal monthly principal payments. Term Loan Tranche 4 Commencing on the Amortization Start Date, and continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche 4 an amount equal to the total principal amount of the Term Loan Tranche 4 made to Borrower divided by thirty-six (36), for a thirty-six (36) month straight-line amortization of equal monthly principal payments. Notwithstanding anything to the contrary contained in the foregoing, the entire remaining outstanding principal balance under the Term Loans shall mature and be due and payable upon the Termination Date. \DC - 036639/000049 - 14173176 v11 Schedule 6.1 – Minimum Net Revenue Defined Period Ending Minimum Net Revenue Amount May 31, 2019 $65,500,000 June 30, 2019 $68,000,000 July 31, 2019 $69,250,000 August 31, 2019 $70,500,000 September 30, 2019 $73,000,000 October 31, 2019 $75,000,000 November 30, 2019 $77,000,000 December 31, 2019 $80,000,000 January 31, 2020 $81,650,000 February 28, 2020 $83,300,000 March 31, 2020 $84,950,000 April 30, 2020 $86,600,000 May 31, 2020 $88,250,000 June 30, 2020 $89,900,000 July 31, 2020 $91,550,000 August 31, 2020 $93,200,000 September 30, 2020 $94,850,000 October 31, 2020 $96,550,000 November 30, 2020 $98,275,000 December 31, 2020 $100,000,000 January 31, 2021 and thereafter In accordance with Section 6.1.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement made Term Loan Agreement, dated as of the 19th day of JulyDecember 17, 2019 2021 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), by among The Xxxxxx Companies, Inc., as the Borrower, PNC Bank, National Association, as the Administrative Agent, and among the financial institutions each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to the 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, (iv) none of its direct or indirect partners/members is a ten 10 percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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 the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT L-4D FORM OF NOTE $[__________] [________] [__], [____] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay, without offset or counterclaim, to [_________________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent at the Payment Office, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [_______________] Dollars ($[______________]) or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Term Loan Agreement, dated as of December 17, 2021 (as amended, restated, replaced, supplemented or modified from time to time, the “Loan Agreement”), among the Lender, the Borrower, the other lending institutions named therein and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 (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 terms of the Loan Agreement. Late charges and other charges and default rate interest shall be paid by the 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 the other Loan Documents. The principal of this Note is 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 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 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 Loan 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 the Loan Agreement), and 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.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement credit agreement made as of June 4, 2014 between Baytex Energy Corp., as Canadian Borrower, Aurora USA Oil & Gas, Inc., as U.S. Borrower, The Bank of Nova Scotia and the 19th day other persons party thereto in their capacity as Lenders and the Agent and relating to the establishment of July, 2019 certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as amended, restated modified, supplemented or otherwise modified from time to timerestated, the “"Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”"). Pursuant to the provisions of Section 13.13(a8.5(3) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation 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, (iib) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) under the U.S. Facility (as well as any note(s) evidencing such Loan(s) under the U.S. Facility), (iiic) with respect such participationto 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 Internal Revenue Code, (ivd) 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 Internal Revenue Code and (ve) 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 Internal Revenue Code. The undersigned has furnished its participating Lender 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: (ia) an IRS Form [W-8BEN/ W-8BEN (or any successor form, including IRS Form W-8BEN-E] ) or (iib) an IRS Form W-8IMY (or any successor form) accompanied by an IRS Form [W-8BEN/ W-8BEN (or any successor form, including IRS Form W-8BEN-E] ) from each of such partner’spartner's/member’s 's beneficial owners that is 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 such Lender the U.S. Borrower and the Agent, and (2ii) the undersigned shall have at all times furnished such Lender 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 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 L-4.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Senior Secured Credit Agreement made dated as of the 19th day of JulyMarch 13, 2019 (as amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions from time to time signatory party thereto and their assignees under §18.1 thereof (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica BankKeyBank National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”), ) and Accolade, Inc. (“Borrower”)the other parties thereto. Pursuant to the provisions of Section 13.13(a§4.3(g)(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 Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(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/ W-8BEN-E] E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN-E] 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 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 L-4
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Revolving Credit Agreement made Agreement, dated as of the 19th day of JulyMay 1, 2019 2024 (as amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), by among The Xxxxxx Companies, Inc. and among the financial institutions CooperVision International Limited, as Borrowers, PNC Bank, National Association, as Administrative Agent, and each lender from time to time signatory thereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”)party thereto. Pursuant to the provisions of Section 13.13(a2.17(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of a U.S. Borrower within the meaning of Section 881(c)(3)(B871(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 a U.S. Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender the Administrative Agent and the 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/ W-8BEN or IRS Form W-8BEN-E] , or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or IRS Form W-8BEN-E] 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 the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished such Lender 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 PARTICIPANTXXXXXX] By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT L-4D-1 FORM OF REVOLVING LOAN NOTE $[__________] [_______] [__], [____] FOR VALUE RECEIVED, the undersigned, THE XXXXXX COMPANIES, INC., a Delaware corporation (the “Company”), and COOPERVISION INTERNATIONAL LIMITED, a private limited company registered in England and Wales with company registration number 12210296 (“Xxxxxx UK”, and together with the Company, each a “Borrower”, and collectively, the “Borrowers”), each hereby 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 Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, XX 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrowers, the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Revolving Credit Agreement, dated as of May 1, 2024 (as amended, restated, replaced, supplemented or modified from time to time, the “Credit Agreement”), among the Lender, the Borrowers, the other lending institutions named therein and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used herein and 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 Revolving Loan Note (this “Note”). The Borrowers also 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 terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by the 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 Revolving 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 the 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 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 the other Loan Documents. The principal of this Note is 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 each 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. Each Borrower and all of 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 the Credit Agreement), and 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.
Appears in 1 contract
Samples: Revolving Credit Agreement (Cooper Companies, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Participants Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement made dated as of the 19th day of JulyApril 3, 2019 2017 (as the same may be amended, restated restated, amended and restated, supplemented, refinanced or otherwise modified from time to time, the “Credit Loan Agreement”), by and among the financial institutions from time to time signatory thereto (individually Sterling Construction Company, Inc., a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. Delaware corporation (“Borrower”), the guarantors party thereto from time to time, Wilmington Trust, National Association, a national banking association, as agent, and each lender party thereto from time to time. Pursuant to the provisions of Section 13.13(a2.05(f)(iii)(D) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participationLoan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect such participationto the extension of credit pursuant to this 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 CodeIRC, (iv) none of its direct or indirect partners/members is a ten ten-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Internal Revenue Code IRC 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 CodeIRC. The undersigned has furnished its participating Lender the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] , as applicable (or an applicable successor form), or (ii) an IRS Form W-8IMY accompanied by an IRS Form [W-8BEN/ W-8BEN or W-8BEN-E] , as applicable (or an applicable successor form), from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender the Borrower and the Agent, and (2) the undersigned shall have at all times furnished such Lender the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date: _____________ __, 20[ ] Exhibit L-4 – Form of U.S. Tax Compliance Certificate EXHIBIT L-4M FORM OF MORTGAGE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. When recorded, return to: STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF § § DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS, AND FINANCING STATEMENT THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (“Deed of Trust”), is effective as of [ ], 20[__], by [______________], a [__________] (“Grantor”), whose address for notice hereunder is [1800 Xxxxxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxxxx, XX 00000], and conveyed to [___________], as trustee (“Trustee”) , whose address is [ ], for the benefit of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent under the Loan Agreement (as defined below) (the “Beneficiary”), whose address is Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
Appears in 1 contract
Samples: Loan and Security Agreement (Sterling Construction Co Inc)