Common use of Flow-Through Entities Clause in Contracts

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o Attach Form W-8 for current Tax Year o Confirm Tax ID Number: JOINDER AGREEMENT, dated as of , 201 (this “Joinder Agreement”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation (together with its permitted successors and assigns, the “Borrower”) signatory hereto ([each a][the] “New Guarantor”) in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Lenders referred to in that certain Term Loan Agreement, dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent.

Flow-Through Entities. If your institution is organized outside the U.S.US, and is classified for U.S. US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. US Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o Attach US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-8 W-9 (Request for current Tax Year o Confirm Tax ID Number: JOINDER AGREEMENT, Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9. This Solvency Certificate is delivered pursuant to Section 4.02(i) of the Third Amended and Restated First Lien Credit Agreement dated as of August 21, 201 2013 (this the “Joinder Credit Agreement”), made by the Subsidiary[ies] of CIM Commercial Trust Corporation among Chase Acquisition I, Inc., a Delaware corporation, RBS Global, Inc., a Delaware corporation (“RBS Global”) and Rexnord LLC, a Delaware limited liability company (together with its permitted successors and assignsRBS Global, the “BorrowerBorrowers”) signatory hereto ([each a][the] “New Guarantor”) in favor of ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns), the “Administrative Agent”) for the Lenders referred to in that certain Term Loan Agreement, dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing lenders party thereto from time to time, the “Term Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National AssociationCredit Suisse AG, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as an officer of the Borrowers and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrowers. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section 3.05 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrowers and their Subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrowers and their Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrowers and their Subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrowers and their Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrowers and their Subsidiaries on a consolidated basis are able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrowers and their Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Third Restatement Effective Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrowers do not intend to, and the Borrowers do not believe that they or any of their Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrowers and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-Flow- through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o q Attach Form W-8 for current Tax Year o q Confirm Tax ID Number: JOINDER AGREEMENT, EXHIBIT F This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, 201 (this the “Joinder Credit Agreement”), made receipt of a copy of which is hereby acknowledged by the Subsidiary[ies] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of CIM Commercial Trust Corporation (together with its permitted successors this Assignment and assignsAssumption as if set forth herein in full. For an agreed consideration, the “Borrower”) signatory hereto ([each a][the] “New Guarantor”) Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in favor of ▇▇▇▇▇ Fargo Bank, National Associationaccordance with the Standard Terms and Conditions and the Credit Agreement, as administrative agent of the Effective Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Bank under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in such capacityits capacity as a Bank) against any Person, together whether known or unknown, arising under or in connection with its successors the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and assigns, all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Administrative AgentAssigned Interest”) for ). Such sale and assignment is without recourse to the Lenders referred to Assignor and, except as expressly provided in that certain Term Loan Agreementthis Assignment and Assumption, dated as of [ ], 2015 (as amended, restated, amended and restated, extended, supplemented without representation or otherwise modified in writing from time to time, warranty by the “Term Loan Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Subsidiaries of the Borrower identified therein as Guarantors, the Lenders party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative AgentAssignor.

Flow-Through Entities. If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. o ☐ Attach Form W-8 for current Tax Year o ☐ Confirm Tax ID Number: JOINDER AGREEMENT, This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capi- talized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, 201 receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contem- plated below, (this i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percent- age interest identified below of all of such outstanding rights and obligations of the Assignor under the respective Commitments or Loans identified below (including without limitation the Revolving Loans, any Letters of Credit, any Floorplan Loan Exposure and Swingline Loans) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Joinder AgreementAssigned Interest”). Each such sale and assignment is without recourse to the Assignor and, made except as expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the Subsidiary[ies] of CIM Commercial Trust Corporation Assignor. 1. Assignor (together with its permitted successors and assigns, the “BorrowerAssignor”) signatory hereto ): 2. Assignee ([each a][the] the “New GuarantorAssignee”) in favor of ) 3. Borrowers (the “Borrowers”): ConvergeOne Holdings Corp. and ConvergeOne, Inc. 4. Administrative Agent: ▇▇▇▇▇ Fargo BankCommercial Distribution Finance, National AssociationLLC, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for Agent under the Lenders referred to in that certain Term Credit Agreement 5. Credit Agreement: The Revolving Loan Agreement, Credit Agreement dated as of [ June [7], 2015 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Term Loan Agreement;” the terms defined therein being used herein as therein definedCredit Agree- ment”), among the BorrowerBorrowers, the Subsidiaries of the Borrower identified therein as Guarantorsother Loan Parties party thereto, the Lenders from time to time party thereto, thereto and ▇▇▇▇▇ Fargo BankCommercial Distribution Finance, National AssociationLLC., as Administrative Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Lenders. 6. Assigned Interest: Assignor Assignee Class of Revolving Commitments/ Revolving Loans Assigned1 Aggregate Amount of Re- volving Com- mitments/ Revolving Loans2 for all Lenders Amount of Commitment/ Loans Assigned Percentage Assigned of Revolving Commitment/ Revolving Loans3 CUSIP Number 7. Effective Date of Assignment (the “Effective Date”): , 20 4 The terms set forth in this Assignment and Acceptance are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: