TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain First Amended and Restated Senior Secured Credit Agreement dated as of March 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), the financial institutions 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(g)(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-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of __________, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Manager”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is made to that certain First the Amended and Restated Senior Secured Credit Agreement dated as of March 13December [__], 2019 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”) by and among Healthcare Trust Operating Partnership), L.P.between Cambrex Corporation, a Delaware limited partnership (the “BorrowerCompany”)) the Subsidiary Borrowers party thereto, the financial institutions Subsidiary Guarantors party thereto, the Lenders party thereto and their assignees under §18.1 thereof (the “Lenders”)Xxxxx Fargo Bank, KeyBank National Association, as Administrative Agent (for the “Agent”) and Lenders. Terms defined in the other parties theretoCredit Agreement are used herein with the same meanings. Pursuant to the provisions of §4.3(g)(ii)(B)(4) Section 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 “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 “10-percent shareholder shareholder” of the Company or any Subsidiary Borrower (as applicable) within the meaning of Section 871(h)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Company or any Subsidiary Borrower as described in Section 881(c)(3)(C) of the 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: (ia) an IRS Form W-8BEN (or IRS Form W-8BEN-E (or W-8BENE, as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or IRS Form W-8BEN-E (or W-8BENE, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 (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: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of _________ __, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Manager”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:_ EXHIBIT G-4
Appears in 1 contract
Samples: Credit Agreement (Cambrex Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain First Amended and Restated Senior Secured the Credit Agreement Agreement, dated as of March 13May 25, 2019 2021, among Tweedy, Xxxxxx Fund Inc. and The Bank of New York Mellon, as the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) ). Each term defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (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 theretoCredit Agreement when used herein. Pursuant to the provisions of §4.3(g)(ii)(B)(4) Section 3.4 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)) 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-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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 LENDER] By: Name: Title: Date: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of _________ __, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Manager”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:[ ]
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain First Amended and Restated Senior Secured the Credit Agreement Agreement, dated as of March 13May 25, 2019 2021, among Tweedy, Xxxxxx Fund Inc. and The Bank of New York Mellon, as the Bank (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) ). Each term defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (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 theretoCredit Agreement when used herein. Pursuant to the provisions of §4.3(g)(ii)(B)(4) Section 3.4 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 Bank and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the 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: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the _____ day __, 20[ ] JOINDER AGREEMENT NO. ___, dated as of __________, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company _ (the this “ManagerJoinder Agreement”), which managesbetween Tweedy, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC.Xxxxxx Fund Inc., a Maryland corporation (the “REITCompany”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (acting on behalf of and for the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries account of the Borrower, acknowledges that this Assignment New Fund (as defined below) and Subordination The Bank of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:New York Mellon.
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference This U.S. Tax Compliance Certificate is made given by _____________________, a Responsible Officer of [________________] (the “Lender”), pursuant to that certain First Amended Credit and Restated Senior Secured Credit Security Agreement (Revolving Loan), dated as of March 1326, 2019 2018 among the HTG Molecular Diagnostics, Inc. (“Borrower Representative”), and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (). Capitalized terms used herein without definition shall have the “Borrower”), meanings set forth in 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 theretoCredit Agreement. Pursuant to the provisions of §4.3(g)(ii)(B)(4Section 2.8(c) 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 Financing Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicable) W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicable) 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 Representative and the Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. . [NAME OF LENDER] By: Name: Title: Date: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Manager”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:[ ]
Appears in 1 contract
Samples: Credit and Security Agreement (Revolving Loan) (HTG Molecular Diagnostics, Inc)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain First Amended and Restated Senior Secured the Credit Agreement dated as of March 13May 16, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) by and ), among Healthcare Trust Operating PartnershipXxxxxxx Resources, L.P.LLC, a Delaware limited partnership (the “Borrower”), the financial institutions party thereto and their assignees under §18.1 thereof (the “Lenders”), KeyBank National Associationliability company, as Agent (the “Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent”) , and the other parties each Bank from time to time party thereto. Pursuant to the provisions of §4.3(g)(ii)(B)(4) Section 13.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan DocumentPaper, 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 W- 8IMY (or applicable successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E (or W-8BEN, as applicableapplicable successor form) or (ii) an IRS Form W-8IMY (or applicable successor form) accompanied by an IRS Form W-8BEN-E (or W-8BEN, as applicableapplicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. . [NAME OF LENDERBANK] By: Name: Title: Date: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of __________[ ] [ ], 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER[ ] The undersigned HEALTHCARE TRUST PROPERTIESTo: Xxxxx Fargo Bank, N.A., as Administrative Agent Xxxxxxx Resources, LLC, a Delaware limited liability company (the “ManagerBorrower”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), Administrative Agent and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy Banks have heretofore entered into a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith May 16, 2019 (together with all supplementsamendments, amendments and restatements restatements, supplements or other modifications thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized Capitalized terms used herein but not otherwise defined herein shall have the same meanings as are ascribed meaning given to them such terms in the Credit Agreement. The Owner This Elected Commitment Increase Certificate is being delivered pursuant to Section 2.15(b)(vi) of the Credit Agreement. Please be advised that the undersigned Bank has agreed (a) to increase its Elected Commitment under the Credit Agreement effective [ ], 20[ ] (the “Increase Effective Date”) from $[ ] to $[ ] and (b) that it shall continue to be a party in all respects to the Credit Agreement and the Manager other Loan Papers. With reference to Section 2.15(b)(iv) of the Credit Agreement, Borrower hereby agree confirms that [Check Applicable Box]: [ ] There are, or if the Increase Effective Date is after the date hereof, there will be no Eurodollar Borrowings outstanding on the Increase Effective Date. [ ] There are, or if the Increase Effective Date is after the date hereof, there will be Eurodollar Borrowings outstanding on the Increase Effective Date and Borrower will pay any compensation required by Section 3.3 of the Credit Agreement on the Increase Effective Date. Very truly yours, XXXXXXX RESOURCES, LLC, a Delaware limited liability company By: Name: Title: ACCEPTED AND AGREED: XXXXX FARGO BANK, N.A., as Administrative Agent By: Name: Title: Accepted and Agreed: [NAME OF INCREASING BANK] By: Name: Title: To: Xxxxx Fargo Bank, N.A., as Administrative Agent Xxxxxxx Resources, LLC, a Delaware limited liability company (“Borrower”), Administrative Agent and certain Banks have heretofore entered into a Credit Agreement dated as of May 16, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Bank Certificate is being delivered pursuant to Section 2.15(b)(vii) of the Credit Agreement. Please be advised that the undersigned Additional Bank has agreed (a) to become a Bank under the Credit Agreement effective [ ], 20[ ] (the “Additional Bank Effective Date”) with a Maximum Aggregate Credit Amount of $[ ] and an Elected Commitment of $[ ] and (b) that it shall be a party in all respects to the Credit Agreement and the other Loan Papers. This Additional Bank Certificate is being delivered to Administrative Agent as follows:together with
Appears in 1 contract
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is made to that certain First the Amended and Restated Senior Secured Credit Agreement dated as of March 13December [__], 2019 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”) by and among Healthcare Trust Operating Partnership), L.P.between Cambrex Corporation, a Delaware limited partnership (the “BorrowerCompany”)) the Subsidiary Borrowers party thereto, the financial institutions Subsidiary Guarantors party thereto, the Lenders party thereto and their assignees under §18.1 thereof (the “Lenders”)Xxxxx Fargo Bank, KeyBank National Association, as Administrative Agent (for the “Agent”) and Lenders. Terms defined in the other parties theretoCredit Agreement are used herein with the same meanings. Pursuant to the provisions of §4.3(g)(ii)(B)(4) Section 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(spromissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(spromissory note(s) evidencing such Loan(s)), (iiic) 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, (ivd) none of its direct or indirect partners/members is a ten “10-percent shareholder shareholder” of the Company or any Subsidiary Borrower (as applicable) within the meaning of Section 871(h)(3)(B) of the Code and (ve) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Company or any Subsidiary Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Company (or any requesting Subsidiary Borrower) with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN (or IRS Form W-8BEN-E (or W-8BENE, as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN (or IRS Form W-8BEN-E (or W-8BENE, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company (and, if applicable, such Subsidiary Borrower) and the Agent, Administrative Agent and (2ii) the undersigned shall have at all times furnished the Borrower Company (or any requesting Subsidiary Borrower) and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. . [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20__ The undersigned certifies that EXHIBIT H FOR VALUE RECEIVED, the attached rent roll is trueundersigned, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of [INSERT NAME OF BORROWER], a __________, 20__. [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC, a Delaware limited liability company (the “Manager”), which manages, among other properties, the certain real properties described on Exhibit A attached hereto (collectively, the “Property”) on behalf of HEALTHCARE TRUST, INC., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership _____________________ (the “Borrower”; together with REIT), collectively, promises to pay to _______________ (the “OwnerLender”), at the place and certain other Subsidiaries times provided in the Credit Agreement referred to below, the aggregate unpaid Dollar Equivalent of all [Term][Revolving Credit][Swingline] Loans made by the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered Lender to satisfy a certain obligation of the Borrower set forth in pursuant to that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith December [__], 2018 (together with all supplementsas amended, amendments restated, amended and restatements theretorestated, herein referred modified or supplemented from time to as time, the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually by and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectivelyamong Cambrex Corporation, the “Lenders”)Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent. Any capitalized Capitalized terms used herein but and not defined herein shall have the same meanings as are ascribed to them assigned thereto in the Credit Agreement. The Owner unpaid principal amount of this promissory note (this “Note”) from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest as provided in Section 2.12 of the Manager Credit Agreement. All payments of principal and interest on this Note shall be payable in immediately available funds as provided in the Credit Agreement. At the time of each [Term][Revolving Credit][Swingline] Loan, and upon each payment or prepayment of principal of each [Term][Revolving Credit][Swingline] Loan, the Lender shall make a notation either on the schedule attached hereto and made a part hereof or in such Lender's own books and records, in each case specifying the amount of such [Term][Revolving Credit][Swingline] Loan, the respective Interest Period thereof (in the case of Eurocurrency Loans) or the amount of principal paid or prepaid with respect to such [Term][Revolving Credit][Swingline] Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the Obligations of the undersigned Borrower hereunder or under the Credit Agreement. This Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Note and on which such Obligations may be declared to be immediately due and payable. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. The Indebtedness evidenced by this Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement. The Borrower hereby agree waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with Agent as follows:respect to this Note.
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Samples: Credit Agreement (Cambrex Corp)
TAX COMPLIANCE CERTIFICATE. (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain First Amended the Loan and Restated Senior Secured Credit Security Agreement dated as of March 13April 3, 2019 2017 (as the same may be amended, restated, supplemented amended and restated, supplemented, refinanced or otherwise modified from time to time, the “Credit Loan Agreement”) ), by and among Healthcare Trust Operating PartnershipSterling Construction Company, L.P.Inc., a Delaware limited partnership corporation (the “Borrower”), the financial institutions guarantors party thereto and their assignees under §18.1 thereof (the “Lenders”)from time to time, KeyBank Wilmington Trust, National Association, a national banking association, as Agent (the “Agent”) agent, and the other parties theretoeach lender party thereto from time to time. Pursuant to the provisions of §4.3(g)(ii)(B)(4Section 2.05(f)(iii)(D) 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)) 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 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 CodeIRC, (iv) none of its direct or indirect partners/members is a ten ten-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code IRC and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the CodeIRC. 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 W-8BEN-E E, as applicable (or W-8BENan applicable successor form), as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E E, as applicable (or W-8BENan applicable successor form), 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, 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: __, 20__ The undersigned certifies that the attached rent roll is true, complete and accurate as of the date hereof and the undersigned has no information that would indicate that the foregoing rent roll is not true and correct. Executed as of the ____ day of _____________ __, 20[ ] When recorded, return to: STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF § § THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT (“Deed of Trust”), is effective as of [ ], 20[__. ], by [INSERT SIGNATURE BLOCK OF APPROPRIATE LANDLORD/PROPERTY OWNER] The undersigned HEALTHCARE TRUST PROPERTIES, LLC______________], a Delaware limited liability company [__________] (“Grantor”), whose address for notice hereunder is [1800 Xxxxxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxxxx, XX 00000], and conveyed to [___________], as trustee (“Trustee”) , whose address is [ ], for the benefit of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent under the Loan Agreement (as defined below) (the “ManagerBeneficiary”), which manageswhose address is Xxxxxx Square North, among other properties0000 Xxxxx Xxxxxx Xxxxxx, the certain real properties described on Exhibit A attached hereto (collectivelyXxxxxxxxxx, the “Property”) on behalf of HEALTHCARE TRUST, INCXxxxxxxx 00000., a Maryland corporation (“REIT”), HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”; together with REIT, collectively, the “Owner”), and certain other Subsidiaries of the Borrower, acknowledges that this Assignment and Subordination of Management Agreement (this “Agreement”) is being executed and delivered to satisfy a certain obligation of the Borrower set forth in that certain First Amended and Restated Senior Secured Credit Agreement dated as of even date herewith (together with all supplements, amendments and restatements thereto, herein referred to as the “Credit Agreement”) among the Borrower, KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), individually and as Agent (“Agent”) for itself and the other lending institutions from time to time party to the Credit Agreement (collectively, the “Lenders”). Any capitalized terms used herein but not defined herein shall have the same meanings as are ascribed to them in the Credit Agreement. The Owner and the Manager hereby agree with Agent as follows:
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