The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.
The Non-U. S. Lender is not a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code.
The Non-U. S. Holder is not a “controlled foreign corporation” receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.
The Non-U. S. Lender is not a controlled foreign corporation (as such term is defined in Section 881(c)(3)(C) of the Code) related to the Borrower (within the meaning of Section 864(d)(4) of the Code).
The Non-U. S. Lender shall promptly notify the Company and the Administrative Agent if any of the representations and warranties made herein are no longer true and correct.
The Non-U. S. Lender is the sole record and beneficial owner of the Loans or the obligations evidenced by Note(s) in respect of which it is providing this certificate.
The Non-U. S. Participant is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Issuing 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 the Account Party, and (2) the undersigned shall have at all times furnished the Account Party with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
The Non-U. S. Lender is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code. In the event that the Non-U.S. Lender is treated as a partnership for U.S. federal tax purposes, the undersigned hereby certifies that (i) it is the sole record owner of the Loans; and (ii) its direct and indirect partners who are claiming the portfolio interest exemption are the sole beneficial owners of such Loans. The representations set forth in Sections 3 and 4 above shall be deemed to have been made only with respect to each Person that is a direct or indirect partner or member of the Non-U.S. Lender who is claiming the portfolio interest exemption. The representation set forth in Section 2 above shall be deemed to have been made with respect to both the Non-U.S. Lender and each Person that is a direct or indirect partner or member of such Lender. If the undersigned is treated as a partnership for U.S. federal income tax purposes, it has furnished the Agent and the Borrower with a U.S. Internal Revenue Service From W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) a U.S. Internal Revenue Service Form W-8BEN or Form W-8BEN-E (as applicable); or (ii) a U.S. Internal Revenue Service Form W-8IMY accompanied by a U.S. Internal Revenue Service Form W-8BEN or W-BEN-E (as applicable) from each of such partners’/members’ beneficial owners that is claiming the portfolio interest exemption. If the undersigned is not treated as a partnership for U.S. federal income tax purposes, it has furnished the Agent and the Borrower with a U.S. Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower and the Agent in writing, and (2) the undersigned shall have at all times furnished Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
The Non-U. S. Lender is not a controlled foreign corporation related to the Borrower (within the meaning of section 881(c)(3)(C) of the Code). Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. Lender. Title: Date [Insert Name of Non-U.S. Lender] EXHIBIT S FORM OF COMPLIANCE CERTIFICATE (Required Asset Coverage Ratio) [Date] Citibank, N.A. as the Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx Xxxxxxxxx, Vice President Facsimile No.: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xxxx.xxx Re: Loan and Servicing Agreement dated as of May 24, 2013 Ladies and Gentlemen: This Compliance Certificate is delivered to you pursuant to Section 6.08(i) of that certain Loan and Servicing Agreement, dated as of May 24, 2013 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), Carlyle GMS Finance SPV LLC, as the borrower, Carlyle GMS Finance, Inc., as the transferor and as the servicer (in such capacity, the “Servicer”), Citibank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent, each of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time to time party thereto, Citibank, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the joint lead arrangers, and Xxxxx Fargo Bank, National Association, as the account bank, as the backup servicer, as the collateral custodian and as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. The undersigned hereby certifies to the Administrative Agent that the Servicer is in compliance with the Required Asset Coverage Ratio for the fiscal quarter ending [ ]. The undersigned certifies that all information contained herein is true and correct as of the date hereof.
The Non-U. S. Lender meets all of the requirements under Code Section 871(h) or 881(c) to be eligible for a complete exemption from withholding of U.S. Taxes on interest payments made to it under the Credit Agreement.
