Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the 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 Senior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the 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 Senior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT D Intentionally Omitted. EXHIBIT E PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”), dated as of , 20 is made by [ ], a [ ], with a mailing address at [ ] (“Guarantor”), to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).

Appears in 4 contracts

Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine~~ Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx ~~Mortgage Capital Holdings LLC~~Bank, N.A., collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the 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 ~~Senior Mezzanine~~ Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx ~~Mortgage Capital Holdings LLC~~Bank, N.A., collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the 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 ~~Senior Mezzanine~~ Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx ~~Mortgage Capital Holdings LLC~~Bank, N.A., collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine~~ Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx ~~Mortgage Capital Holdings LLC~~Bank, N.A., collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT D ~~Intentionally Omitted. EXHIBIT E PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT~~ Recycled Entity Certificate RECYCLED ENTITY CERTIFICATE [ ], 2018 THE UNDERSIGNED [ ], a Delaware [limited partnership/limited liability company] (the “~~Agreement~~Company”)) does hereby certify as of the date hereof that (capitalized terms used herein and not otherwise defined shall be used herein with the meaning ascribed to such term in that certain Loan Agreement by and among the Company, each of the parties set forth on Exhibit A attached hereto, collectively, as borrower, and Bank of America, N.A., Barclays Bank PLC and Xxxxxx Xxxxxxx Bank, N.A., collectively, as lender, dated as of ~~, 20 is made by~~ [ ], a [ ], with a mailing address at [ ] (“Guarantor”), to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).2018 being delivered substantially concurrently herewith):

Appears in 3 contracts

Samples: Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the 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 ~~Senior~~ Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the 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 ~~Senior~~ Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT D Intentionally Omitted. EXHIBIT E PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”), dated as of , 20 is made by [ ], a [ ], with a mailing address at [ ] (“Guarantor”), to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).

Appears in 3 contracts

Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc), Junior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine Loan Agreement~~ Master Repurchase and Securities Contract dated as of ~~June 13~~[________________] __, ~~2018~~ 2017 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), ~~between Bank of America, N.A., Barclays Bank PLC,~~ by and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [~~ among [_____________], as ~~Borrower~~seller, and U.S. Bank National Association, as buyer. Pursuant to the provisions of Section ~~2.7(e~~27(a) of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ~~Loan (as well as any Note evidencing such Loan)~~ obligations in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the ~~Internal Revenue~~ Code, (iii) it is not a ten percent shareholder of ~~Borrower~~ Seller within the meaning of Section ~~871(h)(3)(B)~~ 871(h)(3)(B)0 of the ~~Internal Revenue~~ Code and (iv) it is not a controlled foreign corporation related to ~~Borrower~~ Seller as described in Section 881(c)(3)(C) of the ~~Internal Revenue~~ Code. The undersigned has furnished ~~Borrower~~ Buyer and Seller 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 ~~Borrower~~Seller and Buyer, and (2) the undersigned shall have at all times furnished ~~Borrower~~ Seller and Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. [NAME OF ~~LENDER~~BUYER] By: Name: Title: Date: ________ __, 20[ ] FORM OF U.S. TAX COMPLIANCE CERTIFICATES (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine Loan Agreement~~ Master Repurchase and Securities Contract dated as of ~~June 13~~[____________] __, ~~2018~~ 2017 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), ~~between Bank of America, N.A., Barclays Bank PLC,~~ by and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [~~ among [_____________], as ~~Borrower~~seller, and U.S. Bank National Association, as buyer. Pursuant to the provisions of Section ~~2.7(e~~27(a) of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ~~Participation~~ participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the ~~Internal Revenue~~ Code, (iii) it is not a ten percent shareholder of ~~Borrower~~ Seller within the meaning of Section 871(h)(3)(B) of the ~~Internal Revenue~~ Code, and (iv) it is not a controlled foreign corporation related to ~~Borrower~~ Seller as described in Section 881(c)(3)(C) of the ~~Internal Revenue~~ Code. The undersigned has furnished its participating ~~Lender~~ Buyer 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~~ Buyer in writing, and (2) the undersigned shall have at all times furnished such ~~Lender~~ Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] FORM OF U.S. TAX COMPLIANCE CERTIFICATES (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine Loan Agreement~~ Master Repurchase and Securities Contract dated as of ~~June 13~~[___________] __, ~~2018~~ 2017 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), ~~between Bank of America, N.A., Barclays Bank PLC,~~ by and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [~~ among [_____________], as ~~Borrower~~seller, and U.S. Bank National Association, as buyer. Pursuant to the provisions of Section ~~2.7(e~~27(a) of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the ~~Participation~~ 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~~participation, (iii) with respect such ~~Participation~~participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the ~~Internal Revenue~~ Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of ~~Borrower~~ Seller within the meaning of Section 871(h)(3)(B) of the ~~Internal Revenue~~ Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to ~~Borrower~~ Seller as described in Section 881(c)(3)(C) of the ~~Internal Revenue~~ Code. The undersigned has furnished its participating ~~Lender~~ Buyer 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~~ Buyer 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 Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] FORM OF U.S. TAX COMPLIANCE CERTIFICATES (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine Loan Agreement~~ Master Repurchase and Securities Contract dated as of ~~June 13~~[____________] __, ~~2018~~ 2017 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), ~~between Bank of America, N.A., Barclays Bank PLC,~~ by and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [~~ among [_____________], as ~~Borrower~~seller, and U.S. Bank National Association, as buyer. Pursuant to the provisions of Section ~~2.7(e~~27(a) of the Repurchase Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the ~~Loan (as well as any Note evidencing such Loan)~~ obligations in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such ~~Loan (as well as any Note evidencing such Loan)~~obligations, (iii) with respect to the extension of credit pursuant to this Repurchase Agreement or any other ~~Loan~~ Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the ~~Internal Revenue~~ Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of ~~Borrower~~ Seller within the meaning of Section 871(h)(3)(B) of the ~~Internal Revenue~~ Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to ~~Borrower~~ Seller as described in Section 881(c)(3)(C) of the ~~Internal Revenue~~ Code. The undersigned has furnished ~~Borrower~~ Buyer and Seller 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 ~~Borrower~~Seller and Buyer, and (2) the undersigned shall have at all times furnished ~~Borrower~~ Seller and Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Repurchase Agreement and used herein shall have the meanings given to them in the Repurchase Agreement. [NAME OF ~~LENDER~~BUYER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT ~~D Intentionally Omitted. EXHIBIT E PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT~~ XII FORM OF OFFICER’S CERTIFICATE _______, 201__ U.S. Bank National Association 13700 Xxxx Xxxx, Suite 800 Dallas, Texas 75250 Attention: Loan Administration – Exxxxxx Xxxxx Re: Master Repurchase and Securities Contract, dated as of [________] __, 2017 (such agreement, as amended, modified, waived, supplemented or restated from time to time, the “Repurchase Agreement”), ~~dated as of , 20 is made~~ by [ and between [_____________], ~~a [ ], with a mailing address at [ ] (“Guarantor”), to and for the benefit of [ ]~~ as seller (together with its successors ~~and/or~~ and permitted assigns, “~~Lender~~Seller”), and U.S. Bank National Association, as buyer (together with its successors and permitted assigns, “Buyer”) This Officer’s Certificate is furnished pursuant to the above Repurchase Agreement. Unless otherwise defined herein, capitalized terms used in this Officer’s Certificate have the respective meanings ascribed thereto in the Repurchase Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: The Person executing this Officer’s Certificate on behalf of Seller and Guarantor is a Responsible Officer of Seller or Guarantor, as applicable, and such Responsible Officer conducted or assisted in conducting the examinations necessary to verify the information contained in this Officer’s Certificate and provides this Officer’s Certificate solely in such Person’s capacity as a Responsible Officer of Seller or Guarantor, as applicable, and not in such Person’s individual capacity. All of the financial statements, calculations and other information set forth in this Officer’s Certificate, including in any exhibit or other attachment hereto, are true, complete and correct in all material respects as of the date hereof. The Seller and Guarantor have reviewed the terms of the Transaction Documents and have made, or have caused to be made under the supervision of a Responsible Officer, a detailed review of the transactions and financial condition of Seller and Guarantor during the accounting period covered by the financial statements attached hereto (or most recently delivered to Buyer if none are attached). Each of Seller and Guarantor has, during the period since the delivery of the immediately preceding officer’s certificate, observed or performed all of its covenants, duties and agreements in all material respects, and satisfied in all material respects every condition, contained in the Repurchase Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and Seller and Guarantor have no knowledge of the occurrence during such period, or present existence, of any condition or event which constitutes an Event of Default or Default (including after giving effect to any pending Transactions requested to be entered into), except as set forth below. Attached as Exhibit 1 hereto are the calculations demonstrating the LTV, Debt Service Coverage Ratio and Debt Yield of each Purchased Asset. Attached as Exhibit 2 hereto is a list of all Purchased Assets that are part of the Facility. Except as otherwise set forth herein, all representations and warranties made by Seller and Guarantor in, pursuant to or in connection with the Transaction Documents or any other document, agreement, statement, affirmation, certificate, notice, report or financial or other statement delivered in connection herewith or therewith, are true and correct in all material respects on and as of the date of this Officer’s Certificate as though made on and as of such day and shall be deemed to be made on such day. Described below are the exceptions, if any, to the above paragraphs, setting forth in detail the nature of the condition or event, the period during which it has existed and the action which Seller and Guarantor has taken, is taking, or proposes to take with respect to such condition or event: The foregoing certifications, together with the financial statements, updates, reports, materials, calculations and other information set forth in any exhibit or other attachment hereto, or otherwise covered by this Officer’s Certificate, are made and delivered as of [___________] __, 2015 on behalf of each of the entities described herein. Name: Title: [Exhibit 1: Financial covenant calculations] [Exhibit 2: List of Purchased Assets] EXHIBIT XIII FORM OF SUBSEQUENT PURCHASE REQUEST Pursuant to Section 3(k) of that certain Master Repurchase and Securities Contract, dated as of [___________] __, 2017 (as amended, supplemented or otherwise modified from time to time, the “Master Repurchase Agreement”), between U.S. Bank National Association (“Buyer”) and [_____________] (“Seller”), Seller hereby requests that Buyer make a Subsequent Advance to Seller in an amount equal to the Subsequent Purchase Request set forth below with respect to the following Purchased Asset: Request Date: Purchased Asset Name: Seller’s funded balance under Purchased Asset: $ USB’s Current Purchase Price: $ Approved Purchase Price Percentage: % Subsequent Advance Amount of Seller, if applicable: $ Subsequent Purchase Price Amount of Buyer: $ Funding Date: Capitalized terms ~~not otherwise defined~~ used herein ~~shall~~ without definition have the ~~meaning ascribed~~ meanings given in the ~~Loan Agreement (~~Master Repurchase Agreement. [____________________], a [____________] By: [_______________], a [_____________] By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as ~~defined below).~~Buyer By: Name: Title: EXHIBIT XIV PROHIBITED ASSIGNEES

Appears in 1 contract

Samples: Master Repurchase and Securities Contract (Benefit Street Partners Realty Trust, Inc.)

Tax Compliance Certificates. [Attached] EXHIBIT 1.1-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior Mezzanine Loan~~ Second Amended and Restated Credit Agreement dated as of ~~June 13~~July 16, ~~2018~~ 2010 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Credit Agreement”), ~~between Bank of America~~among Comfort Systems USA, ~~N.A.~~Inc., ~~Barclays Bank PLC~~a Delaware corporation (the “Borrower”), each lender from time to time party thereto and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC~~Xxxxx Fargo Bank, ~~collectively~~National Association, as ~~Lender, and [ ], as Borrower~~Agent for the lenders (the “Agent”). Pursuant to the provisions of Section ~~2.7(e)~~ 3.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ~~Loan~~ Loan(s) (as well as any ~~Note~~ Note(s) evidencing such ~~Loan~~Loan(s)) in respect of which it is providing this certificate, (ii) it is not a ~~bank~~ “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent ~~shareholder~~ shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign ~~corporation~~ corporation” related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Agent and Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform ~~Borrower~~the Borrower and Agent, and (2) the undersigned shall have at all times furnished the Borrower and Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT 1.1-2 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 ~~Senior Mezzanine Loan~~ Second Amended and Restated Credit Agreement dated as of ~~June 13~~July 16, ~~2018~~ 2010 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Credit Agreement”), ~~between Bank of America~~among Comfort Systems USA, ~~N.A.~~Inc., ~~Barclays Bank PLC~~a Delaware corporation (the “Borrower”), each lender from time to time party thereto and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC~~Xxxxx Fargo Bank, ~~collectively~~National Association, as ~~Lender, and [ ], as Borrower~~Agent for the lenders. Pursuant to the provisions of Section ~~2.7(e)~~ 3.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the ~~Participation~~ participation in respect of which it is providing this certificate, (ii) it is not a ~~bank~~ “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent ~~shareholder~~ shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue ~~Code,~~ Code and (iv) it is not a “controlled foreign ~~corporation~~ corporation” related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN. -E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT 1.1-3 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 ~~Senior Mezzanine Loan~~ Second Amended and Restated Credit Agreement dated as of ~~June 13~~July 16, ~~2018~~ 2010 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Credit Agreement”), ~~between Bank of America~~among Comfort Systems USA, ~~N.A.~~Inc., ~~Barclays Bank PLC~~a Delaware corporation (the “Borrower”), each lender from time to time party thereto and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC~~Xxxxx Fargo Bank, ~~collectively~~National Association, as ~~Lender, and [ ], as Borrower~~Agent for the lenders. Pursuant to the provisions of Section ~~2.7(e)~~ 3.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the ~~Participation~~ 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~~participation, (iii) with respect such ~~Participation~~participation, neither the undersigned nor any of its direct or indirect partners/members is a ~~bank~~ “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “ten percent ~~shareholder~~ shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign ~~corporation~~ corporation” related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT 1.1-4 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 ~~Senior Mezzanine Loan~~ Second Amended and Restated Credit Agreement dated as of ~~June 13~~July 16, ~~2018~~ 2010 (as amended~~, restated, replaced~~, supplemented or otherwise modified from time to time, the “Credit Agreement”), ~~between Bank of America~~among Comfort Systems USA, ~~N.A.~~Inc., ~~Barclays Bank PLC~~a Delaware corporation (the “Borrower”), each lender from time to time party thereto and ~~Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC~~Xxxxx Fargo Bank, ~~collectively~~National Association, as ~~Lender, and [ ], as Borrower~~Agent for the lenders (the “Agent”). Pursuant to the provisions of Section ~~2.7(e)~~ 3.6 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the ~~Loan~~ Loan(s) (as well as any ~~Note~~ Note(s) evidencing such ~~Loan~~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~~ Loan(s) (as well as any ~~Note~~ Note(s) evidencing such ~~Loan~~Loan(s)), (iii) with respect to the extension of credit pursuant to ~~this~~ the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a ~~bank~~ “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “ten percent ~~shareholder~~ shareholder” of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign ~~corporation~~ corporation” related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Agent and Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform ~~Borrower~~Borrower and Agent, and (2) the undersigned shall have at all times furnished Borrower and Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] ~~EXHIBIT D Intentionally Omitted~~SCHEDULE 3.1 LENDERS SCHEDULE Domestic Lending Office Eurodollar Lending Office Percentage Share Revolving Loan Commitment Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Same 23.75% $95,000,000.00 BOKF, NA dba Bank of Texas 5 Houston Center 0000 XxXxxxxx, Suite 1000 Houston, Texas 77010 Telephone: (000) 000-0000 Fax: (000) 000-0000 Same 13.75% $55,000,000.00 Capital One, N.A. 0000 Xxxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Same 13.75% $55,000,000.00 Branch Bank and Trust Company 000 X. 0xx Xx., 00xx Xxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Same 13.75% $55,000,000.00 Regions Bank 0000 Xxxxxxx Xxxxxxx, Xxxxx 00000 Telephone: (000) 000-0000 Fax: (000) 000-0000 Same 11.25% $45,000,000.00 U.S. Bank National Association 000 Xxxxxx Xx. ~~EXHIBIT E PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT~~ XX-XX-X0 Xxxxxxxxxx, Xxxx 00000 Telephone: (~~the “Agreement”)~~000) 000-0000 Fax: (000) 000-0000 Same 11.25% $45,000,000.00 SunTrust Bank 000 Xxxxxxxx Xxxxx, ~~dated as of~~ Xxxxx 000 Xxxxxx, ~~20 is made by [ ]~~Xxxxx 00000 Telephone: (000) 000-0000 Fax: Same 6.25% $25,000,000.00 Cadence Bank, ~~a [ ]~~N.A. 0000 Xxxxxxxxx Xxxx., ~~with a mailing address at [ ]~~ Xxxxx 000 Xxxxxxxxxx, XX 00000 Telephone: (~~“Guarantor”), to and for the benefit of [ ]~~ 000) 000-0000 Fax: (~~together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).~~000) 000-0000 Same 6.25% $25,000,000.00

Appears in 1 contract

Samples: Credit Agreement (Comfort Systems Usa Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine D Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX C-1 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine D Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX C-2 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine D Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX C-3 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine D Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF ~~LENDER~~PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX C-4 EXHIBIT D ~~Intentionally Omitted.~~ Recycled Entity Certificate [See attached] 00000000.0.XXXXXXXX D-1 EXHIBIT E ~~PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”)~~Resignation Letters [See attached] 00000000.0.XXXXXXXX E-1 SCHEDULE I Mortgage Borrowers Name of Mortgage Borrower Organizational Number Type of Entity State of Formation XX Xxxxxxxxx Hotel Associates, ~~dated as of~~ L.P. 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware XX Xxxxxx Hotel Associates, ~~20 is made by [ ]~~L.P. 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware HH DFW Hotel Associates, ~~a [ ]~~L.P. 3847840 Limited partnership Delaware HH Texas Hotel Associates, ~~with a mailing address at [ ] (“Guarantor”)~~L.P. 3482995 Limited partnership Delaware HH Melrose Hotel Associates, ~~to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the~~ L.P. 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 00000000.0.XXXXXXXX HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 00000000.0.XXXXXXXX SCHEDULE II Allocated Loan ~~Agreement (as defined below).~~Amounts

Appears in 1 contract

Samples: Mezzanine D Loan Agreement (Ashford Hospitality Trust Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine C Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine C Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine C Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine C Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF ~~LENDER~~PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX EXHIBIT D ~~Intentionally Omitted.~~ Recycled Entity Certificate [See attached] 00000000.0.XXXXXXXX EXHIBIT E ~~PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”)~~Resignation Letters [See attached] 00000000.0.XXXXXXXX 00000000.0.XXXXXXXX SCHEDULE I Mortgage Borrowers Name of Mortgage Borrower Organizational Number Type of Entity State of Formation XX Xxxxxxxxx Hotel Associates, ~~dated as of~~ L.P. 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware XX Xxxxxx Hotel Associates, ~~20 is made by [ ]~~L.P. 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware HH DFW Hotel Associates, ~~a [ ]~~L.P. 3847840 Limited partnership Delaware HH Texas Hotel Associates, ~~with a mailing address at [ ] (“Guarantor”)~~L.P. 3482995 Limited partnership Delaware HH Melrose Hotel Associates, ~~to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the~~ L.P. 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 00000000.0.XXXXXXXX HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 00000000.0.XXXXXXXX SCHEDULE II Allocated Loan ~~Agreement (as defined below).~~Amounts

Appears in 1 contract

Samples: Mezzanine C Loan Agreement (Ashford Hospitality Trust Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine B Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine B Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine B Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the ~~Senior~~ Mezzanine B Loan Agreement dated as of ~~June 13, 2018~~ [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between ~~Bank of America~~Column Financial, ~~N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively~~Inc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF ~~LENDER~~PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] 00000000.0.XXXXXXXX EXHIBIT D ~~Intentionally Omitted.~~ Recycled Entity Certificate [See attached] 00000000.0.XXXXXXXX EXHIBIT E ~~PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”)~~Resignation Letters [See attached] 00000000.0.XXXXXXXX SCHEDULE I Mortgage Borrowers Name of Mortgage Borrower Organizational Number Type of Entity State of Formation XX Xxxxxxxxx Hotel Associates, ~~dated as of~~ L.P. 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware XX Xxxxxx Hotel Associates, ~~20 is made by [ ]~~L.P. 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware HH DFW Hotel Associates, ~~a [ ]~~L.P. 3847840 Limited partnership Delaware HH Texas Hotel Associates, ~~with a mailing address at [ ] (“Guarantor”)~~L.P. 3482995 Limited partnership Delaware HH Melrose Hotel Associates, ~~to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the~~ L.P. 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 00000000.0.XXXXXXXX HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 00000000.0.XXXXXXXX SCHEDULE II Allocated Loan ~~Agreement (as defined below).~~Amounts

Appears in 1 contract

Samples: Mezzanine B Loan Agreement (Ashford Hospitality Trust Inc)

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Mezzanine Loan Agreement dated as of ~~June 13~~[May][ ], 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the 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 Senior Mezzanine Loan Agreement dated as of ~~June 13~~[May][ ], 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the 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 Senior Mezzanine Loan Agreement dated as of ~~June 13~~[May][ ], 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Mezzanine Loan Agreement dated as of ~~June 13~~[May][ ], 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue 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 Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished 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 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 Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT D Intentionally Omitted. EXHIBIT E PIP Completion Guaranty PIP COMPLETION GUARANTY AGREEMENT THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”), dated as of , 20 is made by [ ], a [ ], with a mailing address at [ ] (“Guarantor”), to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).

Appears in 1 contract

Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)

Common use of Tax Compliance Certificates Clause in Contracts