A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower in his or her capacity as such officer certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
(A) List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing: ___________
(B) Aggregate principal amount of resulting Borrowing:11 $_________________
(C) Effective date of interest election (which is a Business Day):________________
(D) Type of Borrowing:12 ____________________________________
(E) Interest Period and last day thereof (if a Term Benchmark Borrowing):13 _____________________ 11 Must comply with Section 2.02(c) of the Credit Agreement. 12 Specify ABR Borrowing or Term Benchmark Borrowing. 13 Applicable to Term Benchmark Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, PUGET SOUND ENERGY, INC., as Borrower By: Name: Title: I, [_____________________], the [_____________________] of Puget Sound Energy, Inc., a Washington corporation, (the “Borrower”) with responsibility for financial matters of the Borrower, hereby certify, in my capacity as such and not in my individual capacity, on behalf of the Borrower that I am the [_____________________] of the Borrower, that I am familiar with the properties, businesses, assets, finances and operations of the Borrower Group and that I am duly authorized to execute this Solvency Certificate on behalf of the Borrower, which is being delivered pursuant to the Amended and Restated Credit Agreement, dated as of May 16, 2022 (as amended, amended and restated, supplemented and/or modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the Credit Agreement. In reaching the conclusions set forth in this Solvency Certificate, I have carefully reviewed the Financing Documents and the contents of this Solvency Certificate and, in connection herewith, have taken into consideration all things...
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) that all of the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the Effective Date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
1. Aggregate principal amount of Borrowing:1
2. Date of Borrowing (which shall be a Business Day):
3. Type of Borrowing (ABR or Eurodollar):
4. Interest Period and the last day thereof (if a Eurodollar Borrowing):2
5. Location and number of the Borrower’s account or any other account agreed upon by the Administrative Agent and the Borrower to which proceeds of Borrowing are to be disbursed: 1 Not less than applicable amounts specified in Section 2.02(c). 2 Which must comply with the definition of “Interest Period” and end not later than the Maturity Date. The undersigned hereby represents and warrants that the conditions to lending specified in Section[s] [4.01 and]1 4.02 of the Credit Agreement are satisfied as of the date hereof. Very truly yours, AMTRUST FINANCIAL SERVICES, INC., as the Borrower By: Name: Title: 1 To be included only for Borrowings on the Effective Date. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below 00 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxx Xxxx Facsimile: (000) 000-0000 Re: AmTrust Financial Services, Inc. Ladies and Gentlemen: Reference is hereby made to the Credit Agreement dated as of September 12, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AmTrust Financial Services, Inc. (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue] an existing Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to such [conversion][continuation] requested hereby:
1. List date, Type, principal amount and Interest Period (if applicable) of existing Borrowing:
2. Aggregate principal amount of resulting Borrowing:
3. Effective date of interest election (which shall be a Business Day):
4. Type of Borrowing (ABR or Eurodollar):
5....
A Certificate signed by the President a Vice President or a Financial Officer of the Company certifying the following as of the Effective Date: (i) all of the representations and warranties of the Company set forth in the Credit Agreement (other than the representation contained in Section 3.04(b)) are true and correct on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) (except to the extent any such representation or warranty expressly relates to any earlier and/or specific date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier and/or specific date) and (ii) no Default or Event of Default has occurred and is then continuing.
1 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.
2 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of the Netherlands. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
7. Payoff documentation providing evidence satisfactory to the Administrative Agent that the Existing Credit Facilities have been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.
A Certificate signed by the President a Vice President or a Financial Officer of Holdings or the Borrower certifying the following: (i) all of the representations and warranties of Holdings and the Borrower set forth in the Credit Agreement are true and correct (x) in the case of the representations and warranties qualified by materiality or Material Adverse Effect, in all respects and (y) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is so true and correct on and as of such prior date and (ii) no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the Effective Date Representations set forth in the Credit Agreement are true and correct, (ii) no Default or Event of Default under clause (h) or (i) of Article VII of the Credit Agreement has occurred and is then continuing, (iii) at the time of and immediately after giving effect to the Transactions (including the Neptune Acquisition), (x) the Fixed Charge Coverage Ratio is not less than 1.75 to 1.00 and (y) the Leverage Ratio is not more than 2.85 to 1.00, (iv) the Neptune Acquisition is being consummated pursuant to the Acquisition Agreement, substantially concurrently with the initial funding of Loans, and no provision thereof has been amended, consented to or waived in a manner materially adverse to the Lenders and (v) No Target Material Adverse Effect has occurred.
A Certificate signed by the President a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect shall be true and correct in all respects), (ii) no Default or Event of Default has occurred and is then continuing and (iii) compliance with the Leverage Ratio as of the end of the fiscal quarter ending September 30, 2015 (after giving effect to all obligations anticipated to be incurred on the Effective Date) for purposes of establishing the initial Applicable Rate.
