Flow-Through Entities Sample Clauses

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.

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 and Reporting) 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. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding. *Additional guidance and instructions as to where to submit this documentation can be found at this link IRS Tax Form Tool Kit.pdf 11. Bank of America’s Payment Instructions: Input or attach Bank of America’s payment instructions for each respective currency referenced within Section 7 above. US DOLLAR ONLY Payment Instructions: Pay to: Bank of America, N.A. ABA # ▇▇▇▇▇▇▇▇▇ New York, NY Account #: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Foreign Currency Payment Instructions: Foreign Currency Payment Instruction ☐ Check for distribution to PUBLIC and Private side Lenders1 Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of March 9, 2026 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Bald Eagle Funding LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) and as collateral custodian (in such capacity, the “Collateral Custodian”) and Vi...

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 refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. U.S. LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9. * Additional guidance and instructions as to where to submit this documentation can be found at this link:

Flow-Through Entities. If your institution is organized outside the US, and is classified for US federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain 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 US tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONS: If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for 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 First Lien Credit Agreement dated as of March 22, 2013 (the “Credit Agreement”) among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, 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 Borrower and not in his individual capacity, as follows: 1. I am the [Financial Officer] of the Borrower. 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 Borrower and its subsidiaries on a consolidated basis, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its subsidiaries on a consolidated basis; (ii) the pr...

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, without limiting the obligations to deliver certain forms and documents under Section 3.01 of the Credit Agreement, 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. tax regulations do not permit the acceptance of faxed forms. Two original copies of each applicable tax form must be submitted.

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 refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. See attached. [DP&L Letterhead] Fifth Third Bank as Administrative Agent for the Lenders party to the Credit Agreement and Each of the Lenders party to the Credit Agreement Ladies and Gentlemen: I am the Senior Vice President and General Counsel of The Dayton Power and Light Company, an Ohio corporation (the “Company”). In such capacity, I have reviewed the Credit Agreement dated as of the date hereof among the Company, the Lenders party thereto, Fifth Third Bank, as Administrative Agent, Swing Line Lender and L/C Issuer and Bank of America, N.A., PNC Capital Markets, National Association and U.S. Bank, National Association, as Co-Syndication Agents (the “Credit Agreement”). I am rendering this opinion to you, at the request of the Company, pursuant to Section 4.01(a)(v) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. In connection with this opinion, I have examined the following: (i) the Credit Agreement; (ii) the Notes (and, together with the Credit Agreement, the “Loan Documents”); and (iii) such corporate records of the Company, such certificates of officers of the Company and of governmental authorities, and such matters of law as I have considered necessary under the circumstances. In rendering this opinion, I have assumed the genuineness of all signatures (other than the signatures of the officers of the Company executing the Loan Documents on behalf of the Company), the authenticity of all documents submitted to me as originals and the conformity to the original of all documents submitted to me as copies or specimens and the authenticity of the originals of such documents submitted to me as copie...

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, other non- U.S. flow-through entity or Qualified or Non-Qualified Intermediary, 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. Subject to applicable exceptions (including an exception for certain U.S. branches of foreign banks), Non-Qualified Intermediaries and Foreign Flow-Through Entities other than “foreign withholding partnerships” are generally required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing the form applicable to your institution. Original tax form(s) must be submitted within 90 days after the first payment of income.

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 listing each owner’s percentage ownership and their country of permanent residence. Flow-through entities other than Qualified Intermediaries are required to include appropriate tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form.

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