PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.
PNC Bank, National Association. The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents. Pursuant to the provisions of Section 2.16 of the Credit 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 partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its 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 Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Bank with IRS Form W‑8IMY accompanied by an IRS Form W-8BEN from each of its partners/members 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 Bank and (2) the undersigned shall have at all times furnished such Bank 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: Titel: Date:___________,20[ ]
PNC Bank, National Association. 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx XXX Xxxxx Xxxxxxxxxx, XX 00000-0000 (000) 000-0000 Fax: (000) 000-0000 Attention: Xxxxx X. Xxxxxxxx, Senior Vice President with a copy to: Xxxxx Xxxx Receiver and Corporation Federal Deposit Insurance Corporation, Receiver of Dwelling House Savings and Loan Association, Pittsburgh, PA 0000 Xxxxx Xx. Dallas, Texas 75201 Attention: Settlement Manager with copy to: Regional Counsel (Litigation Branch) and with respect to notices under Article XII: Federal Deposit Insurance Corporation Receiver of Dwelling House Savings and Loan Association, Pittsburgh, PA 0000 Xxxxx Xx. Dallas, Texas 75201 Attention: Regional Counsel (Litigation Branch)
PNC Bank, National Association. The Bank of Nova Scotia and Royal Bank of Canada, each in their respective capacity as documentation agent hereunder, and their respective successors in such capacity.
PNC Bank, National Association. The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents.
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association. IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written. XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. Depositor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION Master Servicer By: /s/ Xxxxxx Xxxxxx III Name: Xxxxxx Xxxxxx III Title: Vice President MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION Special Servicer By: PNC Bank, National Association By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Senior Vice President PENTALPHA SURVEILLANCE LLC Trust Advisor By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC XXXXX FARGO BANK, NATIONAL ASSOCIATION Certificate Administrator and Tax Administrator By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 3rd day of April 2012, before me, a notary public in and for said State, personally appeared Xxxxxxx X. Xxxxxx, personally known to me to be a Director of Xxxxx Fargo Commercial Mortgage Securities, Inc., one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.
PNC Bank, National Association. The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) 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 Code, (iii) it is not a member of Borrower, it does not exercise voting power over Borrower and is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the 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 the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative 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 BANK PARTY] By: Name: Titel: Date:___________,20[] XXXXXXX X-0 [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Bank Parties That Are Partnerships For U.S. Federal Income Tax Purposes)
PNC Bank, National Association. The Bank of Nova Scotia and Royal Bank of Canada, as Co-Documentation Agents. Pursuant to the provisions of Section 2.16 of the Credit 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 Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Bank 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 Bank in writing and (2) the undersigned shall have at all times furnished such Bank 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[ ] XXXXXXX X-0 [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association. IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written. XXXXX FARGO COMMERCIAL MORTGAGE SECURITIES, INC. Depositor By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION Master Servicer By: Name: Title: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION Special Servicer By: PNC Bank, National Association By: Name: Title: PENTALPHA SURVEILLANCE LLC Trust Advisor By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION Certificate Administrator and Tax Administrator By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS Trustee By: Name: Title: By: Name: Title: STATE OF ) ) ss.: COUNTY OF ) On the day of April 2012, before me, a notary public in and for said State, personally appeared , personally known to me to be a of , one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.
PNC Bank, National Association. The Notes are being sold in connection with the recapitalization of Unifrax Corporation, a Delaware corporation ("Unifrax"), pursuant to a Recapitalization Agreement dated as of June 6, 1996 (as amended through the date hereof and together with all ancillary agreements entered into in connection therewith, the "Recapitalization Agreement") by and among UIC, Holding, Unifrax, and certain subsidiaries of The British Petroleum Company plc ("BP", BP and its subsidiaries and affiliates are collectively referred to herein as the "Sellers"). Pursuant to the Recapitalization Agreement, (i) XPE Vertriebs GmbH, a limited liability company incorporated in Germany, and NAF Brasil Ltda., a company incorporated in Brazil, will become wholly-owned subsidiaries of Unifrax (the "Subsidiaries"), (ii) Unifrax will redeem certain shares held by the Sellers, (iii) 2 -2- Holding will acquire 90% of the outstanding capital stock of Unifrax from the Sellers, with the Sellers retaining the remainder, and (iv) UIC will merge with and into Unifrax (the "Merger"), with Unifrax surviving the Merger (including the Subsidiaries, the "Surviving Company") (the "Acquisitions"). The time of consummation of the Acquisitions is referred to herein as the "Effective Time". At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "Supplemental Indenture") providing for the express assumption by Unifrax (as survivor of the Merger) of the covenants, agreements and undertakings of UIC in the Indenture and under the Notes. In connection with the Acquisitions and pursuant to the Recapitalization Agreement, Kirtland and management of Unifrax will invest $27.0 million in Holding (the "Equity Investment") and Unifrax will issue a $7.0 million subordinated promissory note to a subsidiary of BP (the "BP Note"). Concurrent with the consummation of the Acquisitions, Unifrax will execute and deliver a credit agreement (the "Credit Agreement") consisting of a $25.0 million term loan and a $20.0 million revolving credit facility and borrow thereunder approximately $25.0 million (the "Credit Facility"). The Offering, the Equity Investment, the BP Note, and the Credit Facility are referred to herein as the "Recapitalization". Unifrax will use the proceeds of the Recapitalization to: (i) pay affiliates of BP $144.0 million in connection with the Acquisitions; (ii) pay affiliates of BP $10.0 million as consideration for a non-compete agreemen...
