Note to Borrower. Complete a new row for each Borrowing being prepaid. [For Servicing and Liquidation] Collateral Asset Files Name of Obligor: Loan No.: This Request for Release and Receipt is made in accordance with the Credit Agreement dated as of March 9, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Bald Eagle Funding LLC, a Delaware limited liability company (the “Borrower”), each Lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Collateral Agent and as Collateral Custodian, and Virtus Group, LP, as Collateral Administrator. All capitalized terms not otherwise defined in this Request for Release and Receipt shall have the meanings ascribed to them in the Credit Agreement. The undersigned hereby requests release of the original documents listed on Schedule 1 attached hereto (the “Documents”) from the Collateral Custodian. The undersigned hereby acknowledges and agrees as follows: (1) Upon receipt of the Documents, the undersigned shall hold and retain possession of the Documents in trust for the benefit of the Collateral Agent, solely for the purposes provided in the Credit Agreement, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor; and (2) The undersigned represents that no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing, or if such has occurred and is continuing, the consent of the Administrative Agent has been obtained with respect to this request, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor. Date:
Appears in 1 contract
Note to Borrower. Complete For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each Borrowing being prepaidborrowing/conversion and/or continuation. COPART, INC., a Delaware corporation By: Name: Title: SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 24 [For Servicing and Liquidation___________], [____] Collateral Asset Files Name of Obligor: Loan No.: This Request for Release and Receipt is made FOR VALUE RECEIVED, the undersigned (collectively, the “Borrower”), hereby promises to pay to [_____________________] or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement, dated as of March 9December 21, 2026 2021 (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 COPART, INC., a Delaware corporation (the “Company”), among Bald Eagle Funding LLCthe Guarantors, a Delaware limited liability company (the “Borrower”)Designated Borrowers, each Lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, CitibankSwingline Lender and an Issuing Lender. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, N.A., at such interest rates and at such times as Collateral Agent and as Collateral Custodian, and Virtus Group, LP, as Collateral Administrator. All capitalized terms not otherwise defined in this Request for Release and Receipt shall have the meanings ascribed to them provided in the Credit Agreement. The undersigned hereby requests release Except as otherwise provided in Section 2.04(f) of the original documents listed on Schedule 1 attached hereto (Credit Agreement with respect to Swingline Loans, all payments of principal and interest shall be made to the “Documents”) Administrative Agent for the account of the Lender in the currency in which such Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the Collateral Custodiandue date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. The undersigned hereby acknowledges and agrees as follows:
(1) Upon receipt This Revolving Note is one of the Documents, the undersigned shall hold and retain possession of the Documents in trust for the benefit of the Collateral Agent, solely for the purposes provided Revolving Notes referred to in the Credit Agreement, unless and the Collateral Asset related holder is entitled to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of benefits thereof. Revolving Credit Loans made by the related obligor; and
(2) Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The undersigned represents that no DefaultLender may also attach schedules to this Revolving Note and endorse thereon the date, Event amount and maturity of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred its Revolving Loans and is continuing, or if such has occurred and is continuing, the consent of the Administrative Agent has been obtained payments with respect to thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this request, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor. Date:Revolving Note.
Appears in 1 contract
Sources: Credit Agreement (Copart Inc)
Note to Borrower. Complete For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each Borrowing being prepaidborrowing/conversion and/or continuation. The Committed Loan, if any, requested herein complies with the requirements of Section 2.01 of the Agreement. By: Name: [For Servicing and LiquidationType Signatory Name] Collateral Asset Files Title: [Type Signatory Title] To: Bank of America, N. A., the “Administrative Agent” From: [Name of ObligorSubsidiary Guarantor] Re: Loan No.: This Request for Release and Receipt is made in accordance with the The Credit Agreement dated as of March 9December 4, 2026 2024 among Linde plc, the Subsidiary Borrowers referred to therein, the Lenders listed therein, the Guarantors referred to therein and the Administrative Agent (as amendedextended, restatedrenewed, supplemented amended or otherwise modified restated from time to time, the “Credit Agreement”), among Bald Eagle Funding LLC, a Delaware limited liability company () Ladies and Gentlemen: Reference is made to the “Borrower”), each Lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Collateral Agent and as Collateral Custodian, and Virtus Group, LP, as Collateral AdministratorCredit Agreement described above. All capitalized terms Terms not otherwise defined in this Request for Release and Receipt shall have the meanings ascribed to them herein which are defined in the Credit Agreement. The undersigned hereby requests release of the original documents listed on Schedule 1 attached hereto (the “Documents”) from the Collateral Custodian. The undersigned hereby acknowledges and agrees as follows:
(1) Upon receipt of the Documents, the undersigned Agreement shall hold and retain possession of the Documents in trust for the benefit of the Collateral Agent, solely have for the purposes hereof the meaning provided in therein. The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Subsidiary Guarantor” for all purposes of the Credit Agreement, unless effective from the Collateral Asset related date hereof. [The undersigned confirms that the representations and warranties set forth in Article 9 of the Credit Agreement are true and correct in all material respects as to the Documents has been liquidated undersigned as of the date hereof, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date, provided that any representation and warranty that is qualified as to “materiality” or unless “Material Adverse Effect” shall be true and correct (after giving effect to any qualifications therein) in all respects.]1 Without limiting the Document (or asset related thereto) was disposed generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Subsidiary Guarantor under, and to be bound in all respects by the related obligor; and
(2) terms of, the Credit Agreement, including without limitation Article 10 thereof, to the same extent and with the same force and effect as if the undersigned were a signatory thereto as a Subsidiary Guarantor. [Insert customary guarantee limitation language for such Subsidiary Guarantor’s jurisdiction of organization, if applicable] The undersigned represents acknowledges that no Defaultthis Additional Guarantor Supplement shall be effective upon its execution and delivery by the undersigned to the Administrative Agent, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing, or if such has occurred and is continuing, the consent of it shall not be necessary for the Administrative Agent has been obtained with respect to this requestor any Lender, unless the Collateral Asset related or any of their Affiliates entitled to the Documents has been liquidated benefits hereof, to execute this Additional Guarantor Supplement or unless the Document (or asset related thereto) was disposed of any other acceptance hereof. This Additional Guarantor Supplement shall be construed in accordance with and governed by the related obligor. Date:laws of the State of New York.
1 To be included if the new Subsidiary Guarantor is not already party to the Credit Agreement as a Subsidiary Borrower.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Linde PLC)
Note to Borrower. Complete If an Incremental Term Loan Facility has been established, insert a new row separate chart for each Borrowing being prepaidsuch facility. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. By: Name: [For Servicing and LiquidationType Signatory Title] Collateral Asset Files Name of ObligorTitle: Loan No.: This Request for Release and Receipt is made [Type Signatory Title] FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Agreement Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of March 9January 23, 2026 2025 (as amended, restated, amended and 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 Bald Eagle Funding LLCthe Borrower, a Delaware limited liability company (the “Borrower”), each Lender Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, Citibankat such interest rates and at such times as provided in the Agreement. All payments of principal and interest with respect to each Revolving Credit Loan from time to time made by the Lender shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS REVOLVING CREDIT NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). By: Name: [Type Signatory Name] Title: [Type Signatory Title] FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Incremental Term Loan from time to time made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement, dated as of January 23, 2025 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Collateral Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of each Incremental Term Loan from the date of such Incremental Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest with respect to each Incremental Term Loan from time to time made by the Lender shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Incremental Term Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Incremental Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Incremental Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Incremental Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Incremental Term Note and endorse thereon the date, amount and maturity of its Incremental Term Loan and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS INCREMENTAL TERM NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). By: Name: [Type Signatory Name] Title: [Type Signatory Title] Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of January 23, 2025 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Getty Realty Corp., a Maryland corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto as guarantors, the Lenders and L/C Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the [chief executive officer/chief financial officer/chief accounting officer/treasurer/controller] of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:
1. The Borrower has delivered the year-end audited financial statements required by
Section 6.01 (a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the consolidated financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.
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
4. The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Agreement or in any other Loan Document or which are contained in any document furnished at any time under or in connection with any Loan Document, are true and correct in all material respects (or, in the case of representations and warranties relating to beneficial ownership, OFAC, sanctions, and similar matters or qualified as to “materiality”, “Material Adverse Effect”, true and correct in all respects) as of the date hereof, except (1) to the extent they relate to an earlier date, in which case such representations and warranties are true and correct in all material respects or all respects, as applicable, on or as of such earlier date and after giving effect to such qualification and (2) that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
5. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as Collateral Custodianof the date of this Certificate.
6. The Borrower has delivered copies of the rent roll for the fiscal quarter of the Borrower ended as of the Financial Statement Date for each of the Unencumbered Eligible Properties. The information contained in such rent roll is true, correct and Virtus Groupcomplete in all material respects on and as of the Financial Statement Date.
7. Unencumbered Asset Value as of the Financial Statement Date is $ . Schedule 1 attached hereto includes a true and accurate calculation of the Unencumbered Asset Value. IN WITNESS WHEREOF, LPthe undersigned has executed this Certificate as of, . By: Name: [Type Signatory Name] Title: [Type Signatory Title] This Assignment and Assumption (this “Assignment and Assumption”) is dated as Collateral Administratorof the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). All capitalized [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not otherwise defined in this Request for Release and Receipt herein shall have the meanings ascribed given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The undersigned hereby requests release of the original documents listed on Schedule Standard Terms and Conditions set forth in Annex 1 attached hereto (are hereby agreed 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, [the][each] Assignor hereby irrevocably sells and assigns to [the “Documents”) Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Collateral Custodian. The undersigned hereby acknowledges Assignor][the respective Assignors], subject to and agrees as follows:
(1) Upon receipt of in accordance with the Documents, the undersigned shall hold Standard Terms and retain possession of the Documents in trust for the benefit of the Collateral Agent, solely for the purposes provided in Conditions and the Credit Agreement, unless as of the Collateral Asset Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities5) 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)][the respective Assignors (in their respective capacities as Lenders)] 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 all other claims at law or in equity related to the Documents has been liquidated or unless rights and obligations sold and assigned pursuant to clause (i) above (the Document rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (or asset related theretoi) was disposed of by the related obligor; and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and
(2) The undersigned represents that no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred except 1 For bracketed language here and is continuing, or if such has occurred and is continuing, the consent of the Administrative Agent has been obtained with respect to elsewhere in this request, unless the Collateral Asset related form relating to the Documents has been liquidated or unless Assignor(s), if the Document (or asset related thereto) was disposed of by assignment is from a single Assignor, choose the related obligorfirst bracketed language. Date:If the assignment is from multiple Assignors, choose the second bracketed language.
Appears in 1 contract
Note to Borrower. Complete For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each Borrowing being prepaidborrowing/conversion and/or continuation. [For Servicing The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. THE MOSAIC COMPANY, a Delaware corporation By: Name: Title: To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Liquidation] Collateral Asset Files Name of ObligorGentlemen: Loan No.: This Request for Release and Receipt Reference is made in accordance with the to that certain Amended and Restated Credit Agreement Agreement, dated as of March 9May 16, 2026 2025 (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 Bald Eagle Funding LLCThe Mosaic Company, a Delaware limited liability company corporation (the “Borrower”), each Lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Collateral Agent Swing Line Lender and as Collateral Custodianan L/C Issuer, and Virtus Group, LP, as Collateral Administrator. All capitalized terms not otherwise defined in this Request for Release and Receipt shall have the meanings ascribed other L/C Issuers from time to them in the Credit Agreementtime party thereto. The undersigned hereby requests release a Swing Line Loan:
1. On (a Business Day).
2. In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the original documents listed provisos to the first sentence of Section 2.04(a) of the Agreement. THE MOSAIC COMPANY, a Delaware corporation By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of May 16, 2025 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE MOSAIC COMPANY, a Delaware corporation By: Name: Title: FORM OF COMPLIANCE CERTIFICATE Check for distribution to PUBLIC and Private side Lenders1 Financial Statement Date: , ____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 16, 2025 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among The Mosaic Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party thereto. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ____________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:
1. The Borrower has delivered the year-end audited financial statements required by Section 6.01(c) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements have been prepared in accordance with GAAP and certified by the chief financial officer of the Borrower that they fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosure.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements, and 1 If this is not checked, this compliance certificate will only be posted to Private side Lenders.
3. The financial covenant analysis and information set forth on Schedule 1 attached hereto (the “Documents”) from the Collateral Custodian. The undersigned hereby acknowledges is true and agrees accurate on and as follows:
(1) Upon receipt of the Documents, the undersigned shall hold and retain possession date of the Documents in trust for the benefit of the Collateral Agent, solely for the purposes provided in the Credit Agreement, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor; and
(2) The undersigned represents that no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing, or if such has occurred and is continuing, the consent of the Administrative Agent has been obtained with respect to this request, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor. Date:Compliance Certificate.
Appears in 1 contract
Sources: Credit Agreement (Mosaic Co)
Note to Borrower. Complete a new row for each Borrowing being prepaid. [For Servicing and Liquidation] Collateral Asset Files Name of Obligor: Loan No.: This Request for Release and Receipt is made Wire instructions to be reasonably acceptable to the Administrative Agent , 20 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Agreement Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March 9June 29, 2026 2022 (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 Bald Eagle the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan made by the Lender to the Borrower from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). By: Name: [Type Signatory Name] Title: [Type Signatory Title] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Financial Statement Date: , Reference is made to that certain Credit Agreement, dated as of June 29, 2022 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among CMTG Funding II LLC, a Delaware limited liability company (the “Borrower”), C▇▇▇▇▇ Mortgage Trust, Inc., a Maryland corporation (the “Parent Guarantor”) and the Subsidiary Guarantors from time to time party thereto, as Guarantors, each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Collateral Agent and as Collateral Custodian, and Virtus Group, LP, as Collateral Administrator. All capitalized terms not otherwise defined in this Request for Release and Receipt shall have the meanings ascribed to them in the Credit Agreement. The undersigned hereby requests release Responsible Officer of the original documents listed Parent Guarantor hereby certifies as of the date hereof that he/she is the [chief executive officer, chief financial officer, treasurer or controller]2 of the Parent Guarantor, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on Schedule the behalf of the Parent Guarantor, and that:
1. The Loan Parties have delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent Guarantor ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
1. The Loan Parties have delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent Guarantor ended as of the above date. Such financial statements fairly present the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 1 attached hereto (If this is not checked, this certificate will only be posted to Private side Lenders. 2 Certificate delivered on the “Documents”) from Closing Date to be executed by the Collateral Custodianchief financial officer.
2. The undersigned hereby acknowledges has reviewed and agrees as follows:
(1) Upon receipt is familiar with the terms of the DocumentsAgreement and has made, the undersigned shall hold and retain possession or has caused to be made under his/her supervision, a detailed review of the Documents in trust for the benefit transactions and condition (financial or otherwise) of the Collateral Agent, solely for Loan Parties during the purposes provided in the Credit Agreement, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of accounting period covered by the related obligor; and
(2) The undersigned represents that no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing, or if such has occurred and is continuing, the consent of the Administrative Agent has been obtained with respect to this request, unless the Collateral Asset related to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor. Date:financial statements.
Appears in 1 contract
Note to Borrower. Complete For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each Borrowing being prepaidborrowing/conversion and/or continuation. C-1 Form of Loan Notice GLOBE LIFE INC. By: Name: [For Servicing and LiquidationType Signatory Name] Collateral Asset Files Name Title: [Type Signatory Title] C-1 Form of Obligor: Loan No.: This Request for Release and Receipt is made Notice EXHIBIT D FORM OF REVOLVING NOTE $_______________ _____________, ____ FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement Agreement, dated as of March 9August 24, 2026 2020 (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 Bald Eagle Funding LLCthe Borrower, a Delaware limited liability company (TMK Re, Ltd., the “Borrower”), each Lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Collateral Agent Swing Line Lender and as Collateral Custodian, and Virtus Group, LP, as Collateral L/C Administrator. All capitalized terms not otherwise defined in this Request for Release and Receipt shall have The Borrower promises to pay interest on the meanings ascribed to them in the Credit Agreement. The undersigned hereby requests release unpaid principal amount of the original documents listed on Schedule 1 attached hereto (the “Documents”) each Revolving Loan from the Collateral Custodian. The undersigned hereby acknowledges date of such Revolving Loan until such principal amount is paid in full, at such interest rates and agrees at such times as follows:
(1) Upon receipt of the Documents, the undersigned shall hold and retain possession of the Documents in trust for the benefit of the Collateral Agent, solely for the purposes provided in the Credit Agreement, unless the Collateral Asset related . All payments of principal and interest shall be made to the Documents has been liquidated or unless the Document (or asset related thereto) was disposed of by the related obligor; and
(2) The undersigned represents that no Default, Event of Default, Unmatured Collateral Manager Termination Event or Collateral Manager Termination Event has occurred and is continuing, or if such has occurred and is continuing, the consent of the Administrative Agent has been obtained for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Revolving Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect to thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this request, unless the Collateral Asset related to the Documents has been liquidated Revolving Note. D-1 Form of Revolving Note THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. GLOBE LIFE INC. By: Name: [Type Signatory Name] Title: [Type Signatory Title] D-2 Form of Revolving Note LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Principal or unless the Document (or asset related thereto) was disposed Outstandin Type of by the related obligor. Date:Amount End of Interest g Principal Loan of Loan Interest Paid This Balance Notation Date Made Made Period Date This Date Made By D-3 Form of Revolving Note
Appears in 1 contract
Sources: Credit Agreement (Globe Life Inc.)