Tax Certificate. (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Amended and Restated Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Corporation, a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., Citibank, N.A. and Royal Bank of Canada as Co-Documentation Agents; the Lenders from time to time party thereto; Xxxxx Fargo Securities, LLC and Credit Agricole Corporate and Investment Bank as Joint Bookrunners; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender (or its Tax Owner) is the sole beneficial owner of such Loan(s) (as well as any note(s) evidencing such Loan(s)), and (iii) the Lender (and, if the Lender is a disregarded entity for U.S. federal tax purposes, its Tax Owner) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. 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 LENDER] (the “Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.)
Tax Certificate. (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Amended and Restated Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Corporation, a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., Citibank, N.A. and N.A., Royal Bank of Canada and Unicredit Bank AG, New York Branch as Co-Documentation Agents; the Lenders from time to time party thereto; Xxxxx Fargo Securities, LLC and Credit Agricole Corporate and Investment Bank as Joint Bookrunners; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender (or its Tax Owner) is the sole beneficial owner of such Loan(s) (as well as any note(s) evidencing such Loan(s)), and (iii) the Lender (and, if the Lender is a disregarded entity for U.S. federal tax purposes, its Tax Owner) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. 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 LENDER] (the “Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Exterran Holdings Inc.), Credit Agreement (Exterran Corp)
Tax Certificate. (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships Partnerships, or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Amended and Restated Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Corporation, a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., Citibank, N.A. and Royal Bank of Canada as Co-Documentation Agents; the Lenders from time to time party thereto; Xxxxx Fargo Securities, LLC and Credit Agricole Corporate and Investment Bank as Joint Bookrunners; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender Lender’s (or its Tax Owner’s) is direct or indirect partners/members are the sole beneficial owner owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), and (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the Lender, its Tax Owner (if the Lender is a disregarded entity for U.S. federal tax purposes) nor any of the Lender’s (or its Tax Owner’s) direct or indirect 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 the Lender’s direct or indirect partners/members (and, if the Lender is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of the Lender’s direct or indirect partners/members (Cand, if the Lender is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN W-8IMY accompanied by one of the following forms from each of its (or its Tax Owner’s) partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, (ii) an IRS Form W-8BEN-E. E, or (iii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is 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 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 LENDER] (the “Lender”)
Appears in 2 contracts
Samples: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.)
Tax Certificate. (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships Partnerships, or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of [ ]October 9, 2015 2018 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Corporation, a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., Citibank, N.A. and N.A., Royal Bank of Canada and Sumitomo Mitsui Banking Corporation as Co-Documentation Agents; the Lenders from time to time party thereto; Xxxxx Fargo Securities, LLC and Credit Agricole Corporate and Investment Bank as Joint Bookrunners; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender Lender’s (or its Tax Owner’s) is direct or indirect partners/members are the sole beneficial owner owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), and (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the Lender, its Tax Owner (if the Lender is a disregarded entity for U.S. federal tax purposes) nor any of the Lender’s (or its Tax Owner’s) direct or indirect 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 the Lender’s direct or indirect partners/members (and, if the Lender is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of the Lender’s direct or indirect partners/members (Cand, if the Lender is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN W-8IMY accompanied by one of the following forms from each of its (or its Tax Owner’s) partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, (ii) an IRS Form W-8BEN-E. E, or (iii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is 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 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 LENDER] (the “Lender”).
Appears in 1 contract
Samples: Credit Agreement (Exterran Corp)
Tax Certificate. (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of [ ]October 9, 2015 2018 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Exterran Energy Solutions, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Corporation, a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., Citibank, N.A. and N.A., Royal Bank of Canada and Sumitomo Mitsui Banking Corporation as Co-Documentation Agents; the Lenders from time to time party thereto; Xxxxx Fargo Securities, LLC and Credit Agricole Corporate and Investment Bank as Joint Bookrunners; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender (or its Tax Owner) is the sole beneficial owner of such Loan(s) (as well as any note(s) evidencing such Loan(s)), and (iii) the Lender (and, if the Lender is a disregarded entity for U.S. federal tax purposes, its Tax Owner) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. 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 LENDER] (the “Lender”).
Appears in 1 contract
Samples: Credit Agreement (Exterran Corp)
Tax Certificate. (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Amended and Restated Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Exterran Energy SolutionsArchrock Services, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran CorporationHoldings, Inc., a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., CitibankJPMorgan Chase Bank, N.A. and Royal Bank of Canada as Co-Documentation Agents; the Lenders from time to time party thereto; Xxxxx Fargo Securities, LLC and Credit Agricole Corporate and Investment Bank as Joint Bookrunners; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender (or its Tax Owner) is the sole beneficial owner of such Loan(s) (as well as any note(s) evidencing such Loan(s)), and (iii) the Lender (and, if the Lender is a disregarded entity for U.S. federal tax purposes, its Tax Owner) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. 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 LENDER] (the “Lender”) By: Name: Title: [Tax Owner, if the Lender is a disregarded entity] Date: , 201[ ] EXHIBIT I-2 FORM OF U.S. TAX CERTIFICATE (For Foreign Participants That For U.S. Federal Income Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Archrock Services, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Holdings, Inc., a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Royal Bank of Canada as Co-Documentation Agents; the Lenders from time to time party thereto; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Participant is a disregarded entity for U.S. federal tax purposes, the Participant’s tax owner (“Tax Owner”)) hereby certifies that (i) the Participant is the sole record owner of the participation in respect of which it is providing this certificate, (ii) the Participant (or, if the Participant is a disregarded entity for U.S. federal tax purposes, its Tax Owner) is the sole beneficial owner of such participation, and (iii) the Participant (and, if the Participant is a disregarded entity for U.S. federal tax purposes, its Tax Owner) is not a (A) bank within the meaning of Section 881(c)(3)(A) of the Code, (B) ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or (C) controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished its participating Lender with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender 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] (the “Participant”) By: Name: Title: [Tax Owner, if the Participant is a disregarded entity] Date: , 201[ ] EXHIBIT I-3 FORM OF U.S. TAX CERTIFICATE (For Foreign Participants That For U.S. Federal Tax Purposes Are (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership ) Reference is made to that certain Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Archrock Services, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Holdings, Inc., a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Royal Bank of Canada as Co-Documentation Agents; the Lenders from time to time party thereto; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Participant is a disregarded entity for U.S. federal tax purposes, the Participant’s tax owner (“Tax Owner”)) hereby certifies that (i) the Participant is the sole record owner of the participation in respect of which it is providing this certificate, (ii) the Participant’s (or its Tax Owner’s) direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned, its Tax Owner (if the Participant is a disregarded entity for U.S. federal tax purposes) nor any of its (or its Tax Owner’s) direct or indirect 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 the Participant’s direct or indirect partners/members (and, if the Participant is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of the Participant’s direct or indirect partners/members (and, if the Participant is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished its participating Lender with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its (or its Tax Owner’s) partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, (ii) an IRS Form W-8BEN-E, or (iii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is 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 Lender and (2) the undersigned shall have at all times furnished such Lender 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] (the “Participant”) By: Name: Title: [Tax Owner, if the Participant is a disregarded entity] Date: , 201[ ] EXHIBIT I-4 FORM OF U.S. TAX CERTIFICATE (For Foreign Lenders That For U.S. Federal Tax Purposes Are (i) Partnerships, or (ii) Disregarded Entities Whose Tax Owner is a Partnership) Reference is made to that certain Credit Agreement, dated as of [ ], 2015 (together with all amendments, restatements, amendments and restatements, supplements or other modifications, if any, from time to time made thereto, the “Credit Agreement”), among Archrock Services, L.P., a limited partnership formed under the laws of the state of Delaware (“Borrower”); Exterran Holdings, Inc., a corporation formed under the laws of the state of Delaware as Parent; Xxxxx Fargo Bank, National Association as Administrative Agent; Credit Agricole Corporate and Investment Bank as Syndication Agent; Bank of America, N.A., JPMorgan Chase Bank, N.A. and Royal Bank of Canada as Co-Documentation Agents; the Lenders from time to time party thereto; and the Joint Lead Arrangers party thereto. Pursuant to the provisions of Section 5.03(g) of the Credit Agreement, the undersigned (or if the Lender is a disregarded entity for U.S. federal tax purposes, the Lender’s tax owner (“Tax Owner”)) hereby certifies that (i) the Lender is the sole record 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) the Lender’s (or its Tax Owner’s) direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the Lender, its Tax Owner (if the Lender is a disregarded entity for U.S. federal tax purposes) nor any of the Lender’s (or its Tax Owner’s) direct or indirect 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 the Lender’s direct or indirect partners/members (and, if the Lender is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of the Lender’s direct or indirect partners/members (and, if the Lender is a disregarded entity for U.S. federal tax purposes, none of its Tax Owner’s direct or indirect partners/members) is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned (or its Tax Owner) has furnished the Administrative Agent and the Borrower with two (2) duly completed and executed copies of its non-U.S. Person status on IRS Form W-8IMY accompanied by one of the following forms from each of its (or its Tax Owner’s) partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN, (ii) an IRS Form W-8BEN-E, or (iii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is 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 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 LENDER] (the “Lender”) By: Name: Title: [Tax Owner, if the Lender is a disregarded entity] Date: ,201[ ] Schedule 1.01(a)
Appears in 1 contract
