Common use of TAX COMPLIANCE CERTIFICATE Clause in Contracts

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 August 21, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 201[ ]

Appears in 2 contracts

Samples: Credit Agreement (Columbia Property Trust, Inc.), Credit Agreement (Columbia Property Trust, Inc.)

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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Senior Secured Credit Agreement dated as of August 21March 13, 2013 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) by and among Columbia Property Healthcare Trust Operating Partnership, L.P., as a Delaware limited partnership (the “Borrower”), JPMorgan Chase Bankthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), N.A.KeyBank National Association, as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4§4.3(g)(ii)(B)(4) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: W-8BEN-E (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: __, 201[ ]20__

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.), Senior Secured Credit Agreement (Healthcare Trust, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended Loan and Restated Credit Security Agreement dated as of August 21March 30, 2013 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership(i) THE TRADE DESK, L.P.INC., a Delaware corporation (together with each person who thereafter becomes party thereto as Borrowera borrower), JPMorgan Chase Bank(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 Agentagent on behalf of, and each lender from time to time party theretofor the benefit of, the Lenders and all other Secured Parties. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20120[ ]] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Appears in 2 contracts

Samples: Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended Loan and Restated Credit Security Agreement dated as of August 21March 30, 2013 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership(i) THE TRADE DESK, L.P.INC., a Delaware corporation (together with each person who thereafter becomes party thereto as Borrowera borrower), JPMorgan Chase Bank(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 Agentagent on behalf of, and each lender from time to time party theretofor the benefit of, the Lenders and all other Secured Parties. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 4.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 20120[ ]] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Appears in 2 contracts

Samples: Loan and Security Agreement (Trade Desk, Inc.), Loan and Security Agreement (Trade Desk, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated that certain Credit Agreement dated as of August 21July 25, 2013 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Jxxxxxxx Capital Operating Company, LLC (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ]20__ (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement dated as of July 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Jxxxxxxx Capital Operating Company, LLC (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] Date: ________ __, 20__ (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement dated as of July 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Jxxxxxxx Capital Operating Company, LLC (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Agent (the “Agent”) and the other parties thereto. Pursuant to the provisions of §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20__

Appears in 1 contract

Samples: Credit Agreement (Jernigan Capital, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement dated as of August November 21, 2013 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among CyrusOne LP (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Credit Agreement (CyrusOne Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Non-U.S. Lenders That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement Agreement, dated as of August 21October [___], 2013 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating PartnershipCabot Corporation, L.P.a Delaware corporation (the “Company”), as 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”), Swingline Lender and each lender from time to time party theretoan Issuing Bank. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(spromissory 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a United States trade or business. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Agent, Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 201[ ]:

Appears in 1 contract

Samples: Credit Agreement (Cabot Corp)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement Agreement, dated as of August 21February 11, 2013 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, ; capitalized terms used herein and each lender from time to time party thereto. not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (iib) 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))participation, (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivd) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (f) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender and (2ii) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinDelivery of this Certificate by telecopy shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] as a Lender By: Name: Title: TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement, dated as of February 11, 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] This Consent is given pursuant to the Credit Agreement referenced above. The undersigned hereby (i) approves the Credit Agreement, (ii) authorizes and appoints the Administrative Agent as its agent in accordance with the terms of Article VIII of the Credit Agreement, (iii) authorizes the Administrative Agent to execute and deliver the Credit Agreement on its behalf, (iv) agrees that it is a Lender under the Credit Agreement and therefore shall have all the rights and obligations of a Lender under the Credit Agreement as if such Person had directly executed and delivered a signature page to the Credit Agreement and (v) has consented to, approved or accepted or is satisfied with, each document or other matter required under Section 4.1 to be consented to or approved by or be acceptable or satisfactory to a Lender. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement. Delivery of this Consent by telecopy shall be effective as an original. A duly authorized officer of the undersigned has executed this Consent as of the _____ day of _____, _____. as a Lender By: Name: Title: TO: Xxxxx Fargo Bank, 201[ ]National Association, as Administrative Agent RE: Credit Agreement, dated as of February 11, 2011, by and among Impax Laboratories, Inc. (the “Company”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] I, Xxxxxx X. Xxxx, Xx., in connection with the Credit Agreement and the related opinion being delivered on behalf of the Company by Blank Rome LLP, hereby certify that I am the duly elected, qualified and acting Senior Vice President, Finance, Chief Financial Officer and Corporate Secretary of the Company and that:

Appears in 1 contract

Samples: Credit Agreement (Impax Laboratories Inc)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended Loan and Restated Credit Security Agreement dated as of August 21April 3, 2013 2017 (as the same may be amended, supplemented restated, amended and restated, supplemented, refinanced or otherwise modified from time to time, the “Credit Loan Agreement”), by and among Columbia Property Trust Operating PartnershipSterling Construction Company, L.P.Inc., a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, Wilmington Trust, National Association, a national banking association, as Borrower, JPMorgan Chase Bank, N.A., as Agentagent, and each lender party thereto from time to time party theretotime. Pursuant to the provisions of Section 3.12(f)(ii)(B)(42.05(f)(iii)(D) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the CodeIRC, (iviii) none of its direct or indirect partners/members it is not a ten ten-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code IRC, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeIRC. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable (ii) or an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: _____________ __, 20120[ ]

Appears in 1 contract

Samples: Loan Agreement (Sterling Construction Co Inc)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement Agreement, dated as of August 21May 25, 2013 2021, among Tweedy, Xxxxxx Fund Inc. and The Bank of New York Mellon, as the Bank (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, . Each term defined in the Credit Agreement and each lender from time to time party theretonot herein defined has the meaning ascribed thereto by the Credit Agreement when used herein. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent Bank and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the AgentBank, and (2) the undersigned shall have at all times furnished the Borrower and the Agent Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20120[ ]

Appears in 1 contract

Samples: Credit Agreement (Tweedy, Browne Fund Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of August 21November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership, L.P.Diamondback O&G LLC, as Borrower, JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(45.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ] Exhibit G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[ ] Exhibit G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 201[ ] Exhibit G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 1, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamondback O&G LLC, as Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ]] Exhibit H-1 FORM OF ELECTED COMMITMENT AMOUNT INCREASE AGREEMENT

Appears in 1 contract

Samples: Credit Agreement (Diamondback Energy, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Third Amended and Restated Credit Agreement dated as of August 21April 27, 2013 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit that certain Term Loan Agreement dated as of August 217, 2013 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”) by and among Xxxxxx Validus Mission Critical REIT II, Inc. (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.3 of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Credit Agreement dated as of August 21July 25, 2013 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among DuPont Fabros Technology, L.P. (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 201[ ]

Appears in 1 contract

Samples: Credit Agreement (Dupont Fabros Technology, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended Loan and Restated Credit Security Agreement dated as of August 21April 3, 2013 2017 (as the same may be amended, supplemented restated, amended and restated, supplemented, refinanced or otherwise modified from time to time, the “Credit Loan Agreement”), by and among Columbia Property Trust Operating PartnershipSterling Construction Company, L.P.Inc., a Delaware corporation (“Borrower”), the guarantors party thereto from time to time, Wilmington Trust, National Association, a national banking association, as Borrower, JPMorgan Chase Bank, N.A., as Agentagent, and each lender party thereto from time to time party theretotime. Pursuant to the provisions of Section 3.12(f)(ii)(B)(42.05(f)(iii)(C) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the CodeIRC, (iviii) none of its direct or indirect partners/members it is not a ten ten-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code IRC and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeIRC. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable (ii) or an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: _____________ __, 20120[ ]

Appears in 1 contract

Samples: Loan Agreement (Sterling Construction Co Inc)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Sixth Amended and Restated Senior Revolving Credit Agreement dated as of August 2120, 2013 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Terreno Realty LLC (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees thereunder (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-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 (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 201[ ]20

Appears in 1 contract

Samples: Senior Credit Agreement (Terreno Realty Corp)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Fourth Amended and Restated Credit Agreement dated as of August 21September 14, 2013 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Ramco-Xxxxxxxxxx Properties, L.P.(the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under Section 12.3 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Credit Agreement (Ramco Gershenson Properties Trust)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Fourth Amended and Restated Credit Agreement dated as of August 21September 14, 2013 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Ramco-Xxxxxxxxxx Properties, L.P.(the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under Section 12.3 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Credit Agreement (Ramco Gershenson Properties Trust)

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TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Non-U.S. Participants That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement Agreement, dated as of August 21October [___], 2013 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating PartnershipCabot Corporation, L.P.a Delaware corporation (the “Company”), as 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”), Swingline Lender and each lender from time to time party theretoan Issuing Bank. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a United States trade or business. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender in writing and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 201[ ]:

Appears in 1 contract

Samples: Credit Agreement (Cabot Corp)

TAX COMPLIANCE CERTIFICATE. (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Term Loan Credit Agreement dated as of August 21April 29, 2013 2016 (as may be amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among MKS Instruments, Inc., a Massachusetts corporation (the “Borrower”), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender the Lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.12(f)(ii)(B)(43.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B) and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a correct and complete certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Lender] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to the Term Loan Credit Agreement dated as of April 29, 2016 (as may be amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among MKS Instruments, Inc., a Massachusetts corporation (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS a correct and complete Internal Revenue Service 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 a correct and complete Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) an IRS a correct and complete Internal Revenue Service Form W-8IMY accompanied by an IRS a correct and complete Internal Revenue Service 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 Borrower and the Agent, Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to 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 LENDERLender] By: Name: Title: Date[Address] Dated: , 20120[ ] Reference is made to the Term Loan Credit Agreement dated as of April 29, 2016 (as may be amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among MKS Instruments, Inc., a Massachusetts corporation (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B) and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a correct and complete certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Participant] By: Name: Title: [Address] Dated: , 20[ ] Reference is made to the Term Loan Credit Agreement dated as of April 29, 2016 (as may be amended, restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among MKS Instruments, Inc., a Massachusetts corporation (the “Borrower”), the Lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(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) neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B) and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a correct and complete Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a correct and complete Internal Revenue Service Form W-8BEN or W-8BEN-E or (ii) a correct and complete Internal Revenue Service Form W-8IMY accompanied by a correct and complete Internal Revenue Service Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [Participant] By: Name: Title: [Address] Dated: , 20[ ]

Appears in 1 contract

Samples: Term Loan Credit Agreement (MKS Instruments Inc)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Third Amended and Restated Credit Agreement dated as of August 21April 27, 2013 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.3 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)) participation 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))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Senior Secured Credit Agreement dated as of August 21March 13, 2013 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) by and among Columbia Property Healthcare Trust Operating Partnership, L.P., as a Delaware limited partnership (the “Borrower”), JPMorgan Chase Bankthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), N.A.KeyBank National Association, as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4§4.3(g)(ii)(B)(3) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: W-8BEN-E (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __, 201[ ]20__

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain First Amended and Restated Credit Agreement dated as of August 21July 25, 2013 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among DuPont Fabros Technology, L.P. (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: W-8BEN-E (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __, 201[ ]__

Appears in 1 contract

Samples: Credit Agreement (DuPont Fabros Technology LP)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Third Amended and Restated Credit Agreement dated as of August 21April 27, 2013 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Xxxxxx Validus Operating Partnership II, LP (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 201[ ]20__

Appears in 1 contract

Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Security Agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2018, among Solar Capital Ltd., as collateral agent, and the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with any other lenders party hereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 2.5(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan(s) (as well as any secured promissory notes (“Note(s)”) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Security Agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2018, among Solar Capital Ltd. (“Solar”), as collateral agent, and the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with any other lenders party hereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 2.5(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended Loan and Restated Credit Security Agreement dated as of August 21, 2013 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Loan Agreement”), dated as of September 28, 2018, among Columbia Property Trust Operating Partnership, L.P.Solar Capital Ltd. (“Solar”), as Borrower, JPMorgan Chase Bank, N.A., as Agentcollateral agent, and each lender the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with any other lenders party theretohereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 3.12(f)(ii)(B)(42.5(e) of the Credit Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation 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))participation, (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Documentsuch participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W- 8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the 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[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Loan and Security Agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), dated as of September 28, 2018, among Solar Capital Ltd. (“Solar”), as collateral agent, and the lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time (together with any other lenders party hereto, the “Lenders” and each a “Lender”), and Cardiva Medical, Inc. (“Borrower”), and their successors and assigns. Pursuant to the provisions of Section 2.5(e) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan(s) (as well as any secured promissory notes (“Note(s)”) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Term Loan(s) (as well as any Note(s) evidencing such Term Loan(s)), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20120[ ]] THIS OMNIBUS AMENDMENT (this “Agreement”), dated as of December 20, 2019 (the “First Amendment Effective Date”), is made among CARDIVA MEDICAL, INC., a Delaware corporation (the “Borrower”), SOLAR CAPITAL LTD., a Maryland corporation, in its capacity as collateral agent (in such capacity, “Agent”) and the financial institutions listed on Exhibit A attached hereto or who hereafter become a party to the Loan Agreement (as defined below) as lenders (each a “Lender” and collectively, the “Lenders”). The Borrower, the Lenders and the Agent are parties to a Loan and Security Agreement dated as of September 28, 2018 (the “Loan Agreement”), and that certain Exit Fee Agreement, dated as of September 28, 2018 (the “Exit Fee Agreement”). The Borrower has requested that the Lenders agree to make certain amendments to the Loan Agreement and the Exit Fee Agreement. Although the Lenders are under no obligation to do so, they have agreed to such requests, subject to the terms and conditions hereof. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Cardiva Medical, Inc.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement dated as of August 21October 15, 2013 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Mid-America Apartments, L.P. (the “Borrower”), among Columbia Property Trust Operating Partnershipthe financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), L.P.KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code Code, and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: , 201[ ]20

Appears in 1 contract

Samples: Credit Agreement (Mid-America Apartments, L.P.)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Credit Agreement Agreement, dated as of August 21February 11, 2013 2011 by and among Impax Laboratories, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Columbia Property Trust Operating Partnership, L.P., as Borrower, JPMorgan Chase Bank, N.A., as Agent, ; capitalized terms used herein and each lender from time to time party thereto. not otherwise defined shall have the meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (iib) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (ivc) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and Code, (vd) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (e) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an IRS non-U.S. person status on Internal Revenue Service Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agentsuch Lender in writing, and (2ii) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinDelivery of this Certificate by telecopy shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] as a Lender By: Name: Title: Date: , 201[ ]:

Appears in 1 contract

Samples: Credit Agreement (Impax Laboratories Inc)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Amended and Restated Credit Agreement dated as of August 21June , 2013 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), ) by and among Columbia Property Four Springs Capital Trust Operating Partnership, L.P.L.P. (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent (the “Agent, ”) and each lender from time to time party the other parties thereto. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) §4.3 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iviii) none of its direct or indirect partners/members it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (viv) none of its direct or indirect partners/members it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 201[ ]20

Appears in 1 contract

Samples: Credit Agreement (Four Springs Capital Trust)

TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of August 21December [__], 2013 2018 (as amended, restated, amended and restated, modified or supplemented or otherwise modified from time to time, and in effect on the date hereof, the “Credit Agreement”), among Columbia Property Trust Operating Partnershipbetween Cambrex Corporation, L.P.(the “Company”) the Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Borrower, JPMorgan Chase Bank, N.A., as Agent, and each lender from time to time party theretoAdministrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. Pursuant to the provisions of Section 3.12(f)(ii)(B)(4) 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) participation in respect of which it is providing this certificate, (iib) 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 it is not a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ivc) none of its direct or indirect partners/members it is not a ten “10-percent shareholder shareholder” of the Company or any Subsidiary Borrower (as applicable) within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code and (vd) none of its direct or indirect partners/members it is not a controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each a certificate of its partners/members that is claiming the portfolio interest exemption: (i) an non-U.S. Person status on IRS Form W-8BEN (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionW-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, such Lender in writing and (2b) the undersigned shall have at all times furnished the Borrower and the Agent such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 201[ ]20__ EXHIBIT G-3

Appears in 1 contract

Samples: Credit Agreement (Cambrex Corp)

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