Form of Compliance Certificate. Reference is made to that certain Amended and Restated Credit Agreement, dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company, VANTAGE DRILLING COMPANY, a Cayman Islands exempted company (collectively, the “Borrowers”), the Guarantors party thereto, Royal Bank of Canada, as the Administrative Agent (in such capacity, including any successor thereto, the “Agent”), the Lenders from time to time party thereto and RBC Capital Markets, as Sole Lead Arranger and Sole Bookrunner. Terms defined in the Credit Agreement and not otherwise defined in this Compliance Certificate (this “Compliance Certificate”) shall have the meanings defined for them in the Credit Agreement. Section references herein relate to the Credit Agreement unless stated otherwise. In the event of any conflict between the calculations set forth in this Compliance Certificate and the manner of calculation required by the Credit Agreement, the terms of the Credit Agreement shall govern and control. The undersigned is the [Chief Executive Officer] [Chief Financial Officer] [Treasurer] [Chief Accounting Officer] [Assistant Treasurer] [Finance Director] [Tax Director] of Vantage Drilling Company (the “Parent”), and certifies on behalf of the Parent, and not in his or her individual capacity, as follows: As of the date of this Compliance Certificate, no Default or Event of Default exists[, except as set forth in Annex [A] to this Compliance Certificate, specifying the nature and extent thereof and the corrective action taken or proposed to be taken with respect thereto]. This Compliance Certificate is delivered in accordance with Section 5.06(d) of the Credit Agreement. This Compliance Certificate is delivered for the fiscal [quarter][year] (the “Test Period”) ended [ ], 20[ ] (the “Test Date”). Computations indicating compliance with respect to the covenant in Section 6.16 of the Credit Agreement are set forth on Annex [A][B] to this Compliance Certificate. [This Space Intentionally Left Blank] The foregoing certifications, together with the computations set forth in Annex [A][B] hereto and the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered as of [ ], 20[ ] pursuant to Section 5.06(d) of the Credit Agreement. VANTAGE DRILLING COMPANY, a Cayman Islands exempted company By: N...
Form of Compliance Certificate. This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement dated as of May 22, 2003, between Consumers Energy Company (“Originator”) and Consumers Receivables Funding II, LLC (as amended, restated or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Form of Compliance Certificate. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [select one:] [to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] --or-- [to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
Form of Compliance Certificate. To: Nedbank Limited (acting through its Nedbank Capital and Nedbank Corporate divisions) (as Facility Agent) [Date] Dear Sirs FACILITY AGREEMENT BETWEEN NEDBANK LIMITED, GOLD FIELDS LIMITED AND OTHERS DATED [ ] 2011 (the “Facility Agreement”)
Form of Compliance Certificate. Exhibit E.........
Form of Compliance Certificate. Please refer to the Credit Agreement dated as of July __, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Borrower”), the other Loan Parties named therein, PDL BIOPHARMA INC., as the Lender, and PDL BIOPHARMA INC., as Agent. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and the Lender pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly] report of Borrower as at ________________ (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared in accordance with IFRS consistently applied.] Borrower hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date]. Borrower further certifies that no Event of Default or Default has occurred and is continuing. Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on _____________. MERUS LABS INTERNATIONAL INC. By: Title: ___________________________________ Schedule to Compliance Certificate1 Dated as of _________________
Form of Compliance Certificate. For the quarter/year ended _________________, 201__. I, ______________________, [Title] of VECTREN UTILITY HOLDINGS, INC., an Indiana corporation (the "Borrower") hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of September 30, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) among the Borrower, the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent:
Form of Compliance Certificate. For the Quarter/Year ended ___________________ (“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Consolidated EBITDA (in accordance with the definition of Consolidated EBITDA as set forth in the Agreement) Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ the net income (loss) of the Borrower and its Subsidiaries on a consolidated basis – the net income of any Subsidiary during such Subject Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary (unless such restrictions on dividends or similar distributions have been legally and effectively waived), other than to the extent of the Borrower’s equity in any net loss of any such Subsidiary Form of Compliance Certificate Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ Any after-tax income (after-tax loss) for such Subject Period of any Person if such Person is not a Subsidiary + the Borrower’s equity in such income of any Person referred to in the immediately preceding row for such Subject Period up to the aggregate amount of cash actually distributed by such Person during such Subject Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in the second row of this Schedule 2) – any after-tax gain (after-tax loss) realized as a result of the cumulative effect of a change in accounting principles or the implementation of new accounting standards related to revenue and lease accounting – any after-tax gain (after-tax loss) attributable to any foreign currency hedging arrangements or currency fluctuations Form of Compliance Certificate Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Quarter Ended __________ Twelve Months Ended __________ – after-tax extinguishment charges relating to the early extinguishment of Indebtedness and obligations under Swap Contracts and after-tax extinguishment charges relating to upfront fees and original issue discount on Indebtedness – any pension or other post-retirement after-tax...
Form of Compliance Certificate. To: SunTrust Bank, as Administrative Agent 000 Xxxxxxxxx Xx., X.X. Xxxxxxx, XX 00000 Attention: Ladies and Gentlemen: Reference is made to that certain Revolving Credit Agreement dated as of March 28, 2008 (as amended and in effect on the date hereof, the “Credit Agreement”), among Xxxxxxx, Inc. (the “Borrower”), the lenders named therein, and SunTrust Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. I, , being the duly elected and qualified, and acting in my capacity as [Chief Financial Officer][Treasurer] of the Borrower, hereby certify to the Administrative Agent and each Lender as follows:
Form of Compliance Certificate. Exhibit G to the Credit Agreement is amended to read in its entirety as set forth on Exhibit A hereto.
