Common use of Flow-Through Entities Clause in Contracts

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 present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrower and its 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 Borrower and its 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 Borrower and its 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 Closing Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its 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 debts or the debts of any such subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto. IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above. ▇▇▇▇▇▇-▇▇▇▇ GLOBAL EDUCATION HOLDINGS, LLC By: Name: Title: [Financial Officer] Date:5 , To: Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) under that certain First Lien Credit Agreement dated as of March 22, 2013 (as the same may be amended, restated, or otherwise modified from time to time, 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 from time to time party thereto and the Administrative Agent. Ladies and Gentlemen: Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you of the Borrowing specified below: 1. The Borrowing will be a Borrowing of Loans.6 2. The aggregate amount of the proposed Borrowing is: $ . 3. The Business Day of the proposed Borrowing is: .

Flow-Through Entities. If your institution is organized outside the USU.S., and is classified for US U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US 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 US U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONSo Attach Form W-8 for current Tax Year o Confirm Tax ID Number: If your institution ______________ ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) 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 Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Credit AgreementAssignor”) among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company and [Insert name of Assignee] (the “BorrowerAssignee”), the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned given to such terms them in the Credit AgreementAgreement defined below, receipt of a copy of which is hereby acknowledged by the Assignee. The undersigned Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby certifiesagreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, solely 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 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 accordance with the Transactions, Standard Terms and have reviewed Conditions and the Credit Agreement, financial statements referred to as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in Section 3.05 of 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 percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including participations in any Letters of Credit and Swingline Loans 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 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 made such investigation 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 “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as I have deemed relevant for expressly provided in this Assignment and Assumption, without representation or warranty by the purposes of this Solvency CertificateAssignor. 1. Assignor: ______________________________________________ 2. As Assignee: ______________________________________________ [and is an Affiliate/Approved Fund 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 present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrower and its 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 Borrower and its 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 Borrower and its 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 Closing Date.[identify Lender]] 3. As Borrower(s): [Novelis Inc.] [Novelis Corporation] [Novelis Global Employment Organization, Inc.] [Novelis South America Holdings, LLC] [Novelis Acquisitions, LLC] [Novelis Holdings, Inc.] [Novelis UK Ltd] [Novelis AG] [Novelis Deutschland GmbH] [insert name of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its 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 debts or the debts of any such subsidiaryother applicable Borrower] 4. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto. IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above. Agent: ▇▇▇▇▇▇-▇▇▇▇ GLOBAL EDUCATION HOLDINGSFargo Bank, LLC By: Name: Title: [Financial Officer] Date:5 , To: Credit Suisse AG, Cayman Islands BranchNational Association, as administrative agent (in such capacity, under the “Administrative Agent”) under that certain First Lien Credit Agreement dated as of March 22, 2013 Agreement 5. Credit Agreement: The SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of October 6, 2014, among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdingsthe DESIGNATED COMPANY (as defined in the Credit Agreement), LLCas a borrower, NOVELIS INC., a Delaware corporation amalgamated under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Designated Company signatory thereto as U.S. borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability companycompany incorporated under the laws of England and Wales with registered number 00279596 (“Novelis UK”), NOVELIS DEUTSCHLAND GMBH, a limited liability company organized under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Göttingen with registration number HRB 772 (“Novelis Deutschland”), NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (“Novelis AG”), and the other Borrowers from time to time party thereto, AV METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders, the Issuing Banks, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), ▇▇-▇▇▇▇ Global Education HoldingsFARGO BANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability company as administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, “BorrowerCollateral Agent”) for the Secured Parties, and ▇▇▇▇▇ FARGO BANK, N.A. (LONDON BRANCH), the Lenders from time to time party thereto as European swingline lender (in such capacity, “European Swingline Lender”) and the Administrative Agent. Ladies and Gentlemen: Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you of the Borrowing specified below: 1. The Borrowing will be a Borrowing of Loans.6 2. The aggregate amount of the proposed Borrowing is: $ other parties party thereto. 36. Assigned Interest: Facility Assigned Aggregate Amount of [Revolving Commitments/ Specified Incremental Commitments/ Revolving Loans] for all Lenders Amount of [Revolving Commitments/ Specified Incremental Commitments/ Revolving Loans] Assigned2 Percentage Assigned of [Revolving Commitments/ Specified Incremental Commitments/ Revolving Loans] [U.S. Revolving Loans] [U.S. Swingline Loans] [Swiss Revolving Loans] [U.K. Revolving Loans] $ $ % [European Swingline Loans][German Revolving Loans][Belgian Revolving Loans] 7. Swiss Qualifying Bank: Assignee [is][is not] a Swiss Qualifying Bank. 8. [Trade Date: _____________ ] Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Business Day of the proposed Borrowing isterms set forth in this Assignment and Assumption are hereby agreed to: .By: Title: By: Title: Consented to and Accepted: [[NAME OF DESIGNATED COMPANY], as Administrative Borrower] By: Name: Title: [[NAME OF EUROPEAN ADMINISTRATIVE BORROWER], as European Administrative Borrower] By: Name: Title: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent By: Name: Title: [▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as U.S. Swingline Lender] By: Name: Title: [____________________], as an Issuing Bank By: Name: Title: ▇▇▇▇▇ FARGO BANK, N.A. (LONDON BRANCH), as European Swingline Lender By: Name: Title:

Flow-Through Entities. If your institution is organized outside the USU.S., and is classified for US U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US 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 refer to the instructions when completing this form. In addition, please be advised that US U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONSq Attach Form W-8 for current Tax Year q Confirm Tax ID Number: If your institution EXHIBIT F This Assignment and Assumption (the “Assignment and Assumption”) 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 Effective Date set forth below and is entered into between the Assignor named below (the “Credit AgreementAssignor”) among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company and the Assignee named below (the “BorrowerAssignee”), the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent. Capitalized terms used herein and but not otherwise defined herein shall have the meanings assigned given to such terms them 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 present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrower and its 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 Borrower and its 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 Borrower and its 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 Closing Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its 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 debts or the debts of any such subsidiary. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto. IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above. ▇▇▇▇▇▇-▇▇▇▇ GLOBAL EDUCATION HOLDINGS, LLC By: Name: Title: [Financial Officer] Date:5 , To: Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) under that certain First Lien Credit Agreement dated as of March 22, 2013 identified below (as the same may be amended, restated, or otherwise modified from time to time, the “Credit Agreement”), among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, receipt of a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, 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 Delaware limited liability company (the “Borrower”)part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Lenders from time Assignor hereby irrevocably sells and assigns to time party thereto the Assignee, and the Administrative Agent. Ladies Assignee hereby irrevocably purchases and Gentlemen: Reference is made assumes from the Assignor, subject to and in accordance with the above-described Credit Agreement. Standard Terms defined in and Conditions and the Credit Agreement, wherever used hereinas 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, unless otherwise defined hereinall claims, shall have suits, causes of action and any other right of the same meanings herein Assignor (in its capacity as are prescribed by a Bank) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement. The undersigned hereby irrevocably notifies you , 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 Borrowing specified below: 1foregoing, including 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 pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). The Borrowing will be a Borrowing of Loans.6 2. The aggregate amount of Such sale and assignment is without recourse to the proposed Borrowing is: $ Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 3. The Business Day of the proposed Borrowing is: .

Flow-Through Entities. If your institution is organized outside the USU.S., and is classified for US U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-US non U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain US 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 US U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted. US LENDER INSTITUTIONS☐ Attach Form W-8 for current Tax Year ☐ Confirm Tax ID Number: If your institution This Assignment and Acceptance (the “Assignment and Acceptance”) 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 Effective Date set forth be- low and is entered into by and between the Assignor (as defined below) and the “Credit Agreement”) among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdings, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company Assignee (the “Borrower”as defined below), the lenders party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent. Capitalized Capi- talized terms used herein and but not otherwise defined herein shall have the meanings assigned given to such terms them in the Credit AgreementAgreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The undersigned Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby certifiesagreed 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, solely 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 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 accordance with the Transactions, Standard Terms and have reviewed Conditions and the Credit Agreement, financial statements referred to as of the Effective Date inserted by the Administrative Agent as contem- plated below, (i) all of the Assignor’s rights and obligations in Section 3.05 of 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 made 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 “Assigned Interest”). Each such investigation sale and assignment is without recourse to the Assignor and, except as I have deemed relevant for expressly provided in this Assignment and Acceptance, without rep- resentation or warranty by the purposes of this Solvency CertificateAssignor. 1. Assignor (the “Assignor”): 2. As of Assignee (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 present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability of the Borrower and its 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 Borrower and its 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 Borrower and its 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 Closing Date.“Assignee”) 3. As of Borrowers (the date hereof“Borrowers”): ConvergeOne Holdings Corp. and ConvergeOne, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its 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 debts or the debts of any such subsidiaryInc. 4. This Solvency Certificate is being delivered by the undersigned officer only in his capacity as [Financial Officer] of the Borrower and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto. IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above. Agent: ▇▇▇▇▇▇-▇▇▇▇ GLOBAL EDUCATION HOLDINGSFargo Commercial Distribution Finance, LLC By: Name: Title: [Financial Officer] Date:5 , To: Credit Suisse AG, Cayman Islands BranchLLC, as administrative agent (in such capacity, the “Administrative Agent”) Agent under that certain First Lien the Credit Agreement 5. Credit Agreement: The Revolving Loan Credit Agreement dated as of March 22June [7], 2013 2017 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit AgreementAgree- ment”), among ▇▇▇▇▇▇-▇▇▇▇ Global Education Intermediate Holdingsthe Borrowers, LLC, a Delaware limited liability company, ▇▇▇▇▇▇-▇▇▇▇ Global Education Holdings, LLC, a Delaware limited liability company (the “Borrower”)other Loan Parties party thereto, the Lenders from time to time party thereto and ▇▇▇▇▇ Fargo Commercial Distribution Finance, LLC., as Administra- tive Agent, Collateral Agent and Floorplan Funding Agent for the Administrative Agent. Ladies and Gentlemen: Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you of the Borrowing specified below: 1. The Borrowing will be a Borrowing of Loans.6 2. The aggregate amount of the proposed Borrowing is: $ Lenders. 36. 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 Business Day of the proposed Borrowing isterms set forth in this Assignment and Acceptance are hereby agreed to: .[NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: