Common use of Form of Compliance Certificate Clause in Contracts

Form of Compliance Certificate. Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of October 25, 2012 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANY, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Scana Corp)

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Form of Compliance Certificate. Reference is made Exhibit 7.1.4 Form of Borrowing Base Certificate Exhibit 7.2.3 Existing Indebtedness Exhibit 7.2.5 Permitted Liens Exhibit 7.2.12 Permitted Investments Exhibit 7.3 Financial Covenants Exhibit 8.1 U.K. Conditions Precedent Exhibit 8.8 Joinder Agreement Schedule A Mandatory Costs Schedule B Appraised Values EXHIBIT 1.1(a) FORM OF U.S. REVOLVING CREDIT NOTE SECURED PROMISSORY NOTE $______________ ______________ __, 20__ Chicago, Illinois FOR VALUE RECEIVED, the undersigned ("U.S. Borrower") promises to pay to the Amended and Restated Five-Year Credit Agreement dated order of _________________________ ("Lender"), at the principal office of Fleet Capital Corporation, as agent for said Lender, or at such other place in the United States of October 25, 2012 (America as modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders holder of this Note may designate from time to time parties theretoin writing, XXXXX FARGO BANK, NATIONAL ASSOCIATION, in lawful money of the United States of America or such other currency as Swingline Lender provided in the Loan Agreement referred to below and administrative agent (in such capacityimmediately available funds, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms principal amount of the Credit Agreement, Dollar Equivalent of __________________________________ Dollars ($___________) or such lesser principal amount as may be outstanding pursuant to the Loan Agreement (as hereinafter defined) with respect to the U.S. Revolving Credit Loans, together with interest on the unpaid principal amount of this Note outstanding from time to time. This Revolving Note (the "Note") is one of the Revolving Notes referred to in, and is issued pursuant to, that certain Loan Agreement among the borrower signatories thereto (including U.S. Borrower), the duly authorized lender signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as agent for such lenders (FCC, in such capacity, "Agent") dated as of January __, 2003 (hereinafter, as amended from time to time, the "Loan Agreement"), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the other Loan Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement. The rate of interest in effect hereunder shall be calculated with reference to the Base Rate or LIBOR, as applicable, as more specifically provided in the Loan Agreement. The interest due shall be computed in the manner provided in the Loan Agreement. Except as otherwise expressly provided in the Loan Agreement, if any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Notwithstanding the foregoing, if any portion of the U.S. Revolving Credit Loans evidenced by this promissory note is subject to a LIBOR Option, and an extension of the maturity of any payment hereon would cause the maturity thereof to occur during the next calendar month, then such payment shall mature on the next preceding Business Day. This Note shall be subject to mandatory prepayment in accordance with the provisions of Section 3.3 of the Loan Agreement. Borrower Representative may also terminate the Loan Agreement and, in connection with such termination, prepay this Note in the manner provided in Section 4 of the Loan Agreement. Upon the occurrence and continuation of any one or more of the Events of Default specified in the Loan Agreement which have not been cured by Borrowers or waived by Lenders or Majority Lenders (as required by the Loan Agreement), Agent or Majority Lenders may declare all Obligations evidenced hereby to be immediately due and payable (except with respect to any Event of Default set forth in subsection 9.1.7 of the Loan Agreement, in which case all Obligations evidenced hereby shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of Majority Lenders or Agent. The right to receive principal of, and stated interest on, this Note may only be transferred in accordance with the provisions of the Loan Agreement. Time is of the essence of this Note. U.S. Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Agent or Lenders in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Agent or Lenders of any right or remedy preclude any other right or remedy. Agent and/or Lenders, at its or their option, may enforce its or their rights against any collateral securing this Note without enforcing its or their rights against U.S. Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to U.S. Borrower. U.S. Borrower agrees that, without releasing or impairing U.S. Borrower's liability hereunder, Agent and/or Lenders may at any time release, surrender, substitute or exchange any collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note. The validity, interpretation and enforcement of this promissory note shall be governed by the internal laws of the State of Illinois without giving effect to the conflict of laws principles thereof. U.S. BORROWERS: KATY INDUSTRIES, INC. By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- EXHIBIT 1.1(b) FORM OF U.K. REVOLVING CREDIT NOTE SECURED PROMISSORY NOTE $______________ ______________ __, 20__ ________________, England FOR VALUE RECEIVED, the undersigned (U.K. "Borrower") promises to pay to the order of ______________________________ ("Lender"), at the principal office of Fleet National Bank, as agent for said Lender, or at such other place in the United Kingdom as the holder of this Note may designate from time to time in writing, in lawful money of the BorrowerUnited Kingdom or such other currency as provided in the Loan Agreement referred to below and in immediately available funds, hereby certifies to the Agent and principal amount of the Lenders that, as Dollar Equivalent of and for the Fiscal Quarter/Fiscal Year ended ___________, _______________________ Dollars (i$___________) no Default or Event of Default is in existence on and such lesser principal amount as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission may be outstanding pursuant to the terms Loan Agreement (as hereinafter defined) with respect to the U.K. Revolving Credit Loans, together with interest on the unpaid principal amount of Section 7.01 this Note outstanding from time to time. This Revolving Note (the "Note") is one of the Credit AgreementRevolving Notes referred to in, fairly present and is issued pursuant to, that certain Loan Agreement among the borrower signatories thereto (including U.K. Borrower), the lender signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as agent for such lenders (FCC, in all material respects the financial condition such capacity, "Agent") dated as of the Borrower and have been prepared in accordance with GAAP January __, 2003 (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANYhereinafter, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit "Loan Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”"), Bank and is entitled to all of Americathe benefits and security of the Loan Agreement. All of the terms, N.A. covenants and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, conditions of the Loan Agreement and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTDthe other Loan Documents are hereby made a part of this Note and are deemed incorporated herein in full. and TD Bank N.A., as Documentation Agents. Capitalized All capitalized terms used and not herein, unless otherwise specifically defined herein in this Note, shall have the meanings assigned ascribed to them in the Loan Agreement. The rate of interest in effect hereunder shall be calculated with reference to the Base Rate or LIBOR, as applicable, as more specifically provided in the Loan Agreement. The interest due shall be computed in the manner provided in the Loan Agreement. Except as otherwise expressly provided in the Loan Agreement, if any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Notwithstanding the foregoing, if any portion of the U.K. Revolving Credit Loans evidenced by this promissory note is subject to a LIBOR Option, and an extension of the maturity of any payment hereon would cause the maturity thereof to occur during the next calendar month, then such payment shall mature on the next preceding Business Day. This Note shall be subject to mandatory prepayment in accordance with the provisions of Section 3.3 of the Loan Agreement. Borrower Representative may also terminate the Loan Agreement and, in connection with such termination, prepay this Note in the manner provided in Section 4 of the Loan Agreement. Upon the occurrence and continuation of any one or more of the Events of Default specified in the Loan Agreement which have not been cured by Borrowers or waived by Lenders or Majority Lenders (as required by the Loan Agreement), Agent or Majority Lenders may declare all Obligations evidenced hereby to be immediately due and payable (except with respect to any Event of Default set forth in subsection 9.1.7 of the Loan Agreement, in which case all Obligations evidenced hereby shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of Majority Lenders or Agent. The right to receive principal of, and stated interest on, this Note may only be transferred in accordance with the provisions of the Loan Agreement.

Appears in 1 contract

Samples: Loan Agreement (Katy Industries Inc)

Form of Compliance Certificate. Reference is made For the fiscal quarter ended , 20 . I, , [Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the Amended best of my knowledge and Restated Five-Year belief, with respect to that certain Credit Agreement dated as of October 25July 31, 2012 (as modified and amended, modified, restated or supplemented and in effect from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) by and among SOUTH CAROLINA FUEL COMPANYthe Borrower, INC.the Guarantors, the Lenders from time and Wxxxx Fargo Bank, National Association (successor to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior FundingN.A., Inc.the original administrative agent), as Cothe Administrative Agent: The company-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly prepared financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present are true and correct in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (applied on a consistent basis, except as otherwise expressly noted therein, subject to changes resulting from the absence of footnotes and to normal year-end audit adjustments except that a cash flow statement adjustments. As of the date hereof, no Default or Event of Default has occurred and is not provided continuing under the Credit Agreement. (select one): ¨ Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a) (Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of the Credit Agreement, such statements contain fewer footnotes than that, as supplemented, such Schedules are accurate and complete as of the annual date hereof. ¨ No such supplements are required at this time. Delivered herewith are (i) detailed calculations demonstrating compliance by the Loan Parties with the financial statementscovenants contained in Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above and (ii) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]detailed calculations demonstrating the Consolidated Leverage Ratio as of the end of the fiscal period referred to above to determine the Applicable Rate. SOUTH CAROLINA FUEL COMPANYThis day of , 20 . SILICON LABORATORIES INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice Attachment to Officer’s Certificate Computation of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.Financial Covenants

Appears in 1 contract

Samples: Credit Agreement (Silicon Laboratories Inc.)

Form of Compliance Certificate. Reference This Compliance Certificate is made being delivered by the undersigned, an Authorized Officer of Ocular Sciences, Inc. (referred to herein as “Ocular Sciences” and, the Amended “Borrower”), on behalf Borrower and Restated Five-Year its Subsidiaries, to Comerica Bank (the “Agent”) pursuant to Section 5.2(c) of that certain Credit Agreement Agreement, dated as of October 25April 16, 2012 2002, by and among the Borrowers, the Lenders (as defined in the Credit Agreement) and the Agent (as amended or modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed thereto as set forth in the Credit Agreement; all amounts shown herein, unless expressly set forth . Borrower hereby certifies and warrants to the contraryLenders, shall be without duplication. Pursuant to on behalf of the terms Borrower and each Subsidiary, as follows: The representations and warranties contained in (a) Article IV of the Credit Agreement and Article III of the Pledge Agreement, _________________________, the duly authorized ____________________ and (b) Article 3 of the BorrowerOSJ Facility and Section 3 of the OSJ Guaranty, hereby certifies to the Agent are true and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is correct in existence all material respects on and as of the date hereofof this Compliance Certificate (or, in the case of representations and [(ii) warranties stated as having been made only on the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 execution date of the Credit Agreement, fairly present in all material respects the financial condition Pledge Agreement, the OSJ Facility or the OSJ Guaranty, on the execution date of such Agreement). No event has occurred and is continuing which constitutes an Event of Default or a Potential Default, under any of the Borrower Credit Agreement, Pledge Agreement, IOSJ Facility or the OSJ Guaranty. Since [the most recent Fiscal Quarter End Date], there has been no Material Adverse Change. All Loan Documents, including but not limited to the Credit Agreement, Pledge Agreement, OSJ Facility and have been prepared the OSJ Guaranty, to the extent they exist, are in accordance with GAAP full force and effect. True and correct copies of all Compliance Certificates (subject or similar) required to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than be delivered under the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANYOSJ Facility and/or the OSJ Guaranty, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) as of the Amended date hereof, are attached hereto. The following is a true and Restated Five-Year Credit Agreement (as amended from time to time, correct computation of the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender ratios and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them financial tests contained in the Credit Agreement.Agreement as of , 20 (the “Fiscal Quarter End Date”):

Appears in 1 contract

Samples: Credit Agreement (Ocular Sciences Inc /De/)

Form of Compliance Certificate. Reference CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Consolidated Interest Expense Form of Compliance Certificate EXHIBIT E-1 [FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this “Assignment and Assumption”) is made to the Amended and Restated Five-Year Credit Agreement dated as of October 25the Effective Date set forth below and is entered into by and between [the][each]4 Assignor identified in item 1 below ([the][each, 2012 (as modified and supplemented and in effect from time to time, the an] Credit AgreementAssignor”) by and among SOUTH CAROLINA FUEL COMPANY[the][each]5 Assignee identified in item 2 below ([the][each, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the an] AgentAssignee”), Bank . [It is understood and agreed that the rights and obligations of America, N.A. [the Assignors][the Assignees]6 hereunder are several and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. not joint.]7 Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANY, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and but not defined herein shall have the meanings assigned given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The 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 Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the 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 to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) 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 rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) 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, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 4 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 5 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

Appears in 1 contract

Samples: Credit Agreement (Western Digital Corp)

Form of Compliance Certificate. Reference is made For the fiscal quarter ended , 20 . I, , [Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the Amended best of my knowledge and Restated Five-Year belief, with respect to that certain Credit Agreement dated as of October 25July 31, 2012 (as modified and amended, modified, restated or supplemented and in effect from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) by and among SOUTH CAROLINA FUEL COMPANYthe Borrower, INC.the Guarantors, the Lenders from time and Xxxxx Fargo Bank, National Association (successor to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior FundingN.A., Inc.the original administrative agent), as Cothe Administrative Agent: The company-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly prepared financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present are true and correct in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (applied on a consistent basis, except as otherwise expressly noted therein, subject to changes resulting from the absence of footnotes and to normal year-end audit adjustments except that a cash flow statement adjustments. As of the date hereof, no Default or Event of Default has occurred and is not provided continuing under the Credit Agreement. (select one): Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a) (Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of the Credit Agreement, such statements contain fewer footnotes than that, as supplemented, such Schedules are accurate and complete as of the annual date hereof. No such supplements are required at this time. Delivered herewith are detailed calculations demonstrating compliance by the Loan Parties with the financial statements) consistently applied (other than changes covenants contained in accounting principles recorded in accordance with GAAP);]Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above. SOUTH CAROLINA FUEL COMPANYThis day of , 20 . SILICON LABORATORIES INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice Attachment to Officer’s Certificate Computation of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.Financial Covenants

Appears in 1 contract

Samples: Credit Agreement (Silicon Laboratories Inc)

Form of Compliance Certificate. Reference is made For the fiscal quarter ended , 20 . I, , [Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the Amended best of my knowledge and Restated Five-Year belief, with respect to that certain Credit Agreement dated as of October 25July 31, 2012 (as modified and amended, modified, restated or supplemented and in effect from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) by and among SOUTH CAROLINA FUEL COMPANYthe Borrower, INC.the Guarantors, the Lenders from time and Xxxxx Fargo Bank, National Association (successor to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior FundingN.A., Inc.the original administrative agent), as Cothe Administrative Agent: The company-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly prepared financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present are true and correct in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (applied on a consistent basis, except as otherwise expressly noted therein, subject to changes resulting from the absence of footnotes and to normal year-end audit adjustments except that a cash flow statement adjustments. As of the date hereof, no Default or Event of Default has occurred and is not provided continuing under the Credit Agreement. (select one): ☐ Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a) (Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of the Credit Agreement, such statements contain fewer footnotes than that, as supplemented, such Schedules are accurate and complete as of the annual date hereof. ☐ No such supplements are required at this time. Delivered herewith are (i) detailed calculations demonstrating compliance by the Loan Parties with the financial statementscovenants contained in Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above and (ii) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]detailed calculations demonstrating the Consolidated Leverage Ratio as of the end of the fiscal period referred to above to determine the Applicable Rate. SOUTH CAROLINA FUEL COMPANYThis day of , 20 . SILICON LABORATORIES INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice Attachment to Officer’s Certificate Computation of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.Financial Covenants

Appears in 1 contract

Samples: Credit Agreement (Silicon Laboratories Inc.)

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Form of Compliance Certificate. Reference is made to For the Amended and Restated Five-Year Credit Agreement dated as of October 25fiscal quarter ended _________________, 2012 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD20___. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit AgreementI, _________________________, [Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of July 31, 2012 (as amended, modified, restated or supplemented from time to time, the duly authorized ______________“Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Guarantors, the Lenders and Wxxxx Fargo Bank, National Association (successor to Bank of America, N.A., the original administrative agent), as the Administrative Agent: The company-prepared financial statements which accompany this certificate are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis, except as otherwise expressly noted therein, subject to the absence of footnotes and to normal year-end audit adjustments. As of the date hereof, no Default or Event of Default has occurred and is continuing under the Credit Agreement. (select one): ¨ Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a) (Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of the Credit Agreement, such that, as supplemented, such Schedules are accurate and complete as of the date hereof. ¨ No such supplements are required at this time. Delivered herewith are detailed calculations demonstrating compliance by the Loan Parties with the financial covenants contained in Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above. This ______ day of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]20__. SOUTH CAROLINA FUEL COMPANY, SILICON LABORATORIES INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice Attachment to Officer’s Certificate Computation of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.Financial Covenants

Appears in 1 contract

Samples: Credit Agreement (Silicon Laboratories Inc.)

Form of Compliance Certificate. Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of October 25, 2012 2010 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent Administrative Agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase BankCredit Suisse AG, N.A., Mizuho Corporate Bank, LTD. Cayman Islands Branch and TD Bank N.A.UBS Securities LLC, as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreementcertificate, fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANY, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.F

Appears in 1 contract

Samples: Credit Agreement (Scana Corp)

Form of Compliance Certificate. Reference is made to the that certain Amended and Restated Five-Year Credit Agreement Agreement, dated as of October 25March 28, 2012 2013 (as amended, restated, extended, supplemented or otherwise modified and supplemented and in effect writing from time to time, the “Credit Agreement”) by and ), among SOUTH CAROLINA FUEL OFFSHORE GROUP INVESTMENT LIMITED, a Cayman Islands exempted company, VANTAGE DRILLING COMPANY, INC.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 parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATIONparty thereto and RBC Capital Markets, as Swingline Lender Sole Lead Arranger and administrative agent Sole Bookrunner. Terms defined in the Credit Agreement and not otherwise defined in this Compliance Certificate (in such capacity, the this AgentCompliance Certificate), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein ) shall have the meanings ascribed thereto defined for them in the Credit Agreement; all amounts shown herein, . Section references herein relate to the Credit Agreement unless expressly stated otherwise. In the event of any conflict between the calculations set forth to in this Compliance Certificate and the contrarymanner of calculation required by the Credit Agreement, shall be without duplication. Pursuant to the terms of the Credit AgreementAgreement 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”), _________________________, the duly authorized ____________________ and certifies on behalf of the BorrowerParent, hereby certifies to the Agent and the Lenders thatnot in his or her individual capacity, as follows: As of and for the Fiscal Quarter/Fiscal Year ended ___________date of this Compliance Certificate, (i) 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 existence on and as of the date hereof, and [(iiaccordance with Section 5.06(d) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement. This Compliance Certificate is delivered for the fiscal [quarter][year] (the “Test Period”) ended [ ], fairly present 20[ ] (the “Test Date”). Computations indicating compliance with respect to the covenant in all material respects 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 condition statements delivered with this Compliance Certificate in support hereof, are made and delivered as of [ ], 20[ ] pursuant to Section 5.06(d) of the Borrower and have been prepared in accordance with GAAP (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]Credit Agreement. SOUTH CAROLINA FUEL VANTAGE DRILLING COMPANY, INC. a Cayman Islands exempted company By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [DateChief Executive Officer] This Notice of Swingline Borrowing is given under and pursuant [Chief Financial Officer] [Treasurer] [Chief Accounting Officer] [Assistant Treasurer] [Finance Director] [Tax Director] Annex [A][B] to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to timeCompliance Certificate FOR THE FISCAL [QUARTER][YEAR] ENDING [ ], the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC20[ ]., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vantage Drilling CO)

Form of Compliance Certificate. Reference is To: Hamburg Commercial Bank XX Xxxxxxx-Xxxxxxxxx-Xxxxx 50 D-20095 Hamburg Germany [•] 20[•] Dear Sirs We refer to a loan agreement dated [•] (the "Loan Agreement") dated [•] 2023 and made between (1) Kamsarmax Two Shipping Ltd of the Republic of the Xxxxxxxx Islands (the "Borrower") as borrower, (2) the banks and financial institutions named therein as Lenders, (3) Hamburg Commercial Bank AG as Agent, (4) Hamburg Commercial Bank AG as Mandated Lead Arranger and (5) Hamburg Commercial Bank AG as Security Trustee for a loan facility of up to $14,000,000. Words and expressions defined in the Amended and Restated Five-Year Credit Loan Agreement dated as of October 25, 2012 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto same meaning when used in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplicationthis Compliance Certificate. Pursuant to the terms We enclose with this certificate a copy of the Credit Agreement, _________________________, the duly authorized ____________________ [consolidated unaudited financial statements of the Corporate Guarantor and its subsidiaries (including the Borrower, hereby certifies to the Agent and the Lenders that, as of and ) for the Fiscal Quarter/Fiscal Year 6-month period ended ___________, [30 June][31 December] 20[l]]/[the consolidated audited financial statements of the Corporate Guarantor and its subsidiaries (including the Borrower) for the financial year ended 31 December 20[l]]. The financial statements (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with all applicable laws and GAAP consistently applied, (subject ii) give a true and fair view of the state of affairs of the Corporate Guarantor and its subsidiaries (including the Borrower) at the date of the financial statements and of their profits for the period to changes resulting from normal year-end audit adjustments which the financial statements relate and (iii) fully disclose or provide for all significant liabilities of the Corporate Guarantor and its subsidiaries (including the Borrower). We represent that no Event of Default or Potential Event of Default has occurred and is continuing as at the date of this Compliance Certificate [except that a cash flow statement is not provided for the following matter or event [set out all material details of matter or event]]. In addition as of [•] 2023, we confirm compliance with the minimum liquidity requirements set out in Clause 11.19 (Minimum Liquidity and such Additional Minimum Liquidity), Clause 11.20 (Dry Docking Reserve Amount) and the minimum security cover requirement set out in Clause 15.1 (Minimum required security cover) [and the financial statements contain fewer footnotes than the annual pursuant to Clause 11.6 (Provision of financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANY, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated FiveLoan Agreement]) for the 6-Year Credit Agreement (as amended from time month period to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATIONwhich this Compliance Certificate relates. We now certify that, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement.at [30 June] [31 December] 20[●]:

Appears in 1 contract

Samples: Loan Agreement (EuroDry Ltd.)

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