Common use of Tax Certificate Clause in Contracts

Tax Certificate. (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of September 25, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Texas-New Mexico Power Company (the “Borrower”), the Lenders named therein and KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 3.13 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 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 or W-8BEN-E (as applicable). 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] By:______________________________________ Name: Title: Date: __________, 20[__] EXHIBIT 7. l(c) FORM OF COMPLIANCE CERTIFICATE TO: KeyBank National Association, as Administrative Agent RE: Third Amended and Restated Credit Agreement dated as of September 25, 2017 among Texas-New Mexico Power Company, a Texas corporation (the “Borrower”), the Lenders named therein and KeyBank National Association, as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) DATE: ____________________________________________________________________ Pursuant to the terms of the Credit Agreement, I, ______________, a Financial Officer of the Borrower, hereby certify on behalf of the Borrower that, as of the quarter ending ___________, 20__, the statements below are accurate and complete in all respects (all capitalized terms used below shall have the meanings set forth in the Credit Agreement):

Tax Certificate. (For Non-U.S. Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of September 2518, 2017 2014, among ExGen Texas Power, LLC (the “Borrower”), its affiliates as Guarantors, the financial institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent for the Lenders and Wilmington Trust, National Association, as Depositary Agent (as amended, supplemented or otherwise modified amended from time to time, the “Credit Agreement”), among Texas-New Mexico Power Company (the “Borrower”), the Lenders named therein and KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 3.13 2.9(f)(ii) 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 ten ten-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, Code and (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 businessCode. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person Person status on the applicable IRS Form W-8BEN or W-8BEN-E (as applicable)W-8. 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 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] By:______________________________________ : Name: Title: Title Date: __________, 20EXGEN ERCOT – Form of Tax Certificate EXHIBIT E-2 to Credit Agreement [__] EXHIBIT 7. l(c) FORM OF COMPLIANCE TAX CERTIFICATE] TAX CERTIFICATE TO: KeyBank National Association(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, as Administrative Agent RE: Third Amended and Restated Credit Agreement dated as of September 2518, 2017 2014, among Texas-New Mexico Power CompanyExGen Texas Power, a Texas corporation LLC (the “Borrower”), its affiliates as Guarantors, the financial institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders named therein (in such capacity, the “Administrative Agent”) and KeyBank Collateral Agent for the Lenders and Wilmington Trust, National Association, as Administrative Depositary Agent (as the same may be amended, modified, extended or restated amended from time to time, the “Credit Agreement”) DATE: ____________________________________________________________________ ). Pursuant to the terms provisions of Section 2.9(f)(ii) of the Credit Agreement, I, ______________, a Financial Officer the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Borrowerparticipation in respect of which it is providing this certificate, hereby certify on behalf (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 that, as within the meaning of Section 871(h)(3)(B) of the quarter ending ___________Code, 20__and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on the applicable IRS Form W-8. By executing this certificate, the statements below are accurate undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and complete (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in all respects (all capitalized 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 below herein shall have the meanings set forth given to them in the Credit Agreement):. [NAME OF PARTICIPANT] By: Name: Title Date: EXGEN ERCOT – Form of Tax Certificate EXHIBIT E-3 to Credit Agreement [FORM OF TAX CERTIFICATE] TAX CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of September 18, 2014, among ExGen Texas Power, LLC (the “Borrower”), its affiliates as Guarantors, the financial institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent for the Lenders and Wilmington Trust, National Association, as Depositary Agent (as amended from time to time, the “Credit Agreement”). Pursuant to the provisions of Section 2.9(f)(ii) 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 direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its 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 its 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 its 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 has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) the applicable IRS Form W-8 or (ii) an IRS Form W-8IMY accompanied by the applicable IRS Form W-8 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] By: Name: Title Date: EXGEN ERCOT – Form of Tax Certificate EXHIBIT E-4 to Credit Agreement [FORM OF TAX CERTIFICATE] TAX CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of September 18, 2014, among ExGen Texas Power, LLC (the “Borrower”), its affiliates as Guarantors, the financial institutions from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Collateral Agent for the Lenders and Wilmington Trust, National Association, as Depositary Agent (as amended from time to time, the “Credit Agreement”). Pursuant to the provisions of Section 2.9(f)(ii) of the Credit Agreement, the undersigned hereby certifies that (i) it 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) its 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 this Credit Agreement or any other Loan Document, neither the undersigned nor any of its 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 its 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 its 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 has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) the applicable IRS Form W-8 or (ii) an IRS Form W-8IMY accompanied by the applicable IRS Form W-8 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. EXGEN ERCOT – Form of Tax Certificate [NAME OF LENDER] By: Name: Title Date: EXGEN ERCOT – Form of Tax Certificate EXHIBIT F to Credit Agreement [FORM OF SUBORDINATION AGREEMENT] SUBORDINATION AGREEMENT

Tax Certificate. (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of September 25December 16, 2017 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Texas-New Mexico Power Company (the “Borrower”), the Lenders named therein and KeyBank National AssociationJPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 3.13 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 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 or W-8BEN-E (as applicable). 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] By:______________________________________ Name: Title: Date: __________, 20[__] EXHIBIT 7. l(c) FORM OF COMPLIANCE CERTIFICATE TO: KeyBank National AssociationJPMorgan Chase Bank, N.A., as Administrative Agent RE: Third Amended and Restated Credit Agreement dated as of September 25December 16, 2017 2010 among Texas-New Mexico Power Company, a Texas corporation (the “Borrower”), the Lenders named therein and KeyBank National AssociationJPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) DATE: ____________________________________________________________________ Pursuant to the terms of the Credit Agreement, I, ______________, a Financial Officer of the Borrower, hereby certify on behalf of the Borrower that, as of the quarter ending ___________, 20__, the statements below are accurate and complete in all respects (all capitalized terms used below shall have the meanings set forth in the Credit Agreement):

Tax Certificate. (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Term Loan Credit Agreement dated as of September 25November 26, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)2018, among Texas-New Mexico Power Company PNMR DEVELOPMENT AND MANAGEMENT CORPORATION, (the “Borrower”), the Lenders named therein and KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent”) (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”). Pursuant to the provisions of Section 3.13 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 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 or W-8BEN-E (as applicable). 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] By:______________________________________ Name: Title: Date: __________, 20[__] EXHIBIT 7. l(c) FORM OF COMPLIANCE CERTIFICATE TO: KeyBank National Association, as Administrative Agent RE: Third Amended and Restated Term Loan Credit Agreement dated as of September 25November 26, 2017 2018, among Texas-New Mexico Power CompanyPNMR DEVELOPMENT AND MANAGEMENT CORPORATION, a Texas corporation (the “Borrower”), the Lenders named therein and KeyBank National Association, as administrative agent (in such capacity, the “Administrative Agent Agent”) (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) DATE: ____________________________________________________________________ Pursuant to the terms of the Credit Agreement, I, ______________, a Financial Officer of PNM Resources, Inc. (the Borrower“Parent Guarantor”), hereby certify on behalf of the Borrower Parent Guarantor that, as of the quarter ending ___________, 20__, the statements below are accurate and complete in all respects (all capitalized terms used below shall have the meanings set forth in the Credit Agreement):

Tax Certificate. (For Non-U.S. Lenders Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of September 25August 26, 2017 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Texas-New Mexico Power Company Cabot Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders named therein party thereto and KeyBank National AssociationJPMorgan Chase Bank, N.A., as administrative agent Administrative Agent (in such capacity, the “Administrative Agent”), Swingline Lender and Issuing Bank. Pursuant to the provisions of Section 3.13 2.17 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)) participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Code Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. United States trade or business. The undersigned has furnished the Administrative Agent and the Borrower its participating Lender with a certificate of its non-U.S. person Person status on IRS Form W-8BEN or W-8BEN-E (as applicable). 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 such Lender in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent 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 LENDERPARTICIPANT] By:______________________________________ : Name: Title: Date: __________, 20[__] EXHIBIT 7. l(c) FORM OF COMPLIANCE US TAX CERTIFICATE TO: KeyBank National Association(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, as Administrative Agent RE: Third Amended and Restated Credit Agreement dated as of September 25August 26, 2017 among Texas-New Mexico Power Company, a Texas corporation (the “Borrower”), the Lenders named therein and KeyBank National Association, as Administrative Agent 2011 (as the same may be amended, modified, extended supplemented or restated otherwise modified from time to time, the “Credit Agreement”) DATE: ____________________________________________________________________ ), among Cabot Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), Swingline Lender and Issuing Bank. Pursuant to the terms provisions of Section 2.17 of the Credit Agreement, I, ______________, a Financial Officer the undersigned hereby certifies that (i) it is the sole record owner of the Borrowerparticipation in respect of which it is providing this certificate, hereby certify on behalf (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 Borrower thatCode, as (iv) none of its partners/members is a “10 percent shareholder” of the quarter ending ___________Company or any Borrower within the meaning of Section 881(c)(3)(B) of the Code, 20__(v) none of its partners/members is a “controlled foreign corporation” related to the Company or any 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 United States trade or business. The undersigned has furnished its participating Lender 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 statements below are accurate undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and complete (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in all respects (all capitalized 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 below herein shall have the meanings set forth given to them in the Credit Agreement):. [NAME OF PARTICIPANT] By: Name: Title: Date: EXHIBIT C FORM OF DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT Date: , To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.23(b) of that certain Credit Agreement, dated as of August 26, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cabot Corporation, a Delaware corporation (the “Company”), certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), Swingline Lender and Issuing Bank. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Each of (the “Additional Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Additional Designated Borrower is a Subsidiary of the Company. The documents required to be delivered to the Administrative Agent under Sections 2.23 and 4.03 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement. The parties hereto hereby confirm that with effect from the date hereof, the Additional Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Additional Designated Borrower would have had if the Additional Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Additional Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement. The parties hereto hereby request that the Additional Designated Borrower be entitled to receive Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Additional Designated Borrower nor the Company on its behalf shall have any right to request any Loans for its account unless and until the date five Business Days after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.23(b of the Credit Agreement. This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE SATE OF NEW YORK.

Tax Certificate. (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of September 2530, 2017 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Texas-New Mexico Power Company (the “Borrower”), the Lenders named therein and KeyBank National AssociationJPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 3.13 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 ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(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 '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 or W-8BEN-E (as applicable). 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] By:______________________________________ Name: Title: Date: __________, 20[__] EXHIBIT 7. l(c7.l(c) FORM OF COMPLIANCE CERTIFICATE TO: KeyBank National Association, as Administrative Agent RE: Third Amended and Restated Credit Agreement dated as of September 25, 2017 among Texas-New Mexico Power Company, a Texas corporation (the “Borrower”), the Lenders named therein and KeyBank National Association, as Administrative Agent (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) DATE: ____________________________________________________________________ Pursuant to the terms of the Credit Agreement, I, ______________, a Financial Officer of the Borrower, hereby certify on behalf of the Borrower that, as of the quarter ending ___________, 20__, the statements below are accurate and complete in all respects (all capitalized terms used below shall have the meanings set forth in the Credit Agreement):OF