Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance with, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4, 2018 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant to Section 4.01(5) of the Revolving Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, the undersigned, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, to his knowledge, as of the Closing Date, after giving effect to the Transactions (including the making of the Loans under the Credit Agreement on the Closing Date (if any) and the application of the proceeds thereof): (1) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis; (2) the present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured; (3) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; and
Appears in 1 contract
Samples: Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)
Administrative Questionnaire. If the Assignee The Assignee, if it is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory shall deliver to the Administrative Agent, providing Agent an Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Subsidiaries and their respective securities) will be made available and who may receive such information (including credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance withwith the assignee’s compliance procedures and applicable laws, the terms including Federal and provisions of that certain Revolving Credit Agreement state securities laws.] THIS BORROWING SUBSIDIARY AGREEMENT is dated as of May 4[ , 2018 20 ] (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLCX. XXXXXXXX, INC., a Delaware limited liability companycorporation (the “Company”), as [Name of Borrowing Subsidiary], a [ ] (the Borrower“New Borrowing Subsidiary”), the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANKJPMorgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “CertificateAdministrative Agent”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants Reference is hereby made to the Administrative Agent that (i) this Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant to Section 4.01(5) of the Revolving Credit Agreement, dated as of the date hereof June 1, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLCthe Company, X. Xxxxxxxx Holdings S.a.r.L, as a Delaware limited liability companyLuxembourg Borrower, the Subsidiary Loan Parties Foreign Borrowers from time to time party thereto, the Lenders party thereto from time to timethereto, X.X. Xxxxxx Europe Limited, as a Global Agent, and JPMORGAN CHASE BANKthe Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, N.A.the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Foreign Borrowers, and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in the Credit Agreement. Each of the Company and the New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that date. The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Secured Obligations of the New Borrowing Subsidiary. The Subsidiary Guarantors agree that their Guarantee contained in the Guaranty Agreement will apply to the Secured Obligations of the New Borrowing Subsidiary. The Foreign Guarantors agree that their Foreign Guarantee contained in the Guaranty Agreement will apply to the Foreign Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent and Collateral Agent, the undersigned, solely in the undersigned’s capacity as New Borrowing Subsidiary shall be a Responsible Officer of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, party to his knowledge, as of the Closing Date, after giving effect to the Transactions (including the making of the Loans under the Credit Agreement on the Closing Date (if any) and shall constitute a Foreign Borrower for all purposes thereof, and the application New Borrowing Subsidiary hereby agrees to be bound by all provisions of the proceeds thereof):
(1) Credit Agreement that are applicable to Foreign Borrowers. This Agreement shall be governed by and construed in accordance with the fair value laws of the assets State of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; andNew York.
Appears in 1 contract
Samples: Credit Agreement (Schulman a Inc)
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. _____________________________ ¹ To be paid by the Assignor or the Assignee. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of Evercore Partners Inc., a Delaware corporation (the “Borrower”), as [Title] of the Borrower and not in [his][her] individual capacity, that:
(1) I am the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance with, duly elected [Title] of the Borrower;
(2) I have reviewed the terms and provisions of that certain Revolving Credit Agreement Term Loan and Guarantee Agreement, dated as of May 4November 2, 2018 2015 (as amended, amended and restated, supplemented, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”; capitalized terms used in this Certificate (including Attachment No. 1 annexed hereto and made a part hereof) not otherwise defined having the meanings assigned to them in the Credit Agreement), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders guarantors party thereto from time to time and JPMORGAN CHASE BANKtime, N.A.Mizuho Bank, Ltd., as administrative agent, and the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant to Section 4.01(5) of the Revolving Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the Subsidiary Loan Parties from time to time party thereto, the Lenders lenders party thereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, the undersigned, solely in the undersigned’s capacity as a Responsible Officer terms of the Borrowerother Loan Documents, hereby certifiesand I have made, on behalf or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrower and not in its subsidiaries during the undersigned’s individual or personal capacity and without personal liability, that, to his knowledge, as of accounting period covered by the Closing Date, after giving effect to the Transactions (including the making of the Loans under the Credit Agreement on the Closing Date (if any) and the application of the proceeds thereof):
(1) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;attached financial statements; and
(3) The examination described in paragraph (2) above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth below]. [Set forth [below] [in a separate attachment to this Certificate] are all exceptions to paragraph (3) above listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event: ___________________________________________]. The foregoing certifications, together with the computations set forth in Attachment No. 1 annexed hereto and its Restricted Subsidiaries, on made a consolidated basispart hereof and the financial statements delivered with this Certificate in support hereof, are able made and delivered this __________ day of _____________, ____ pursuant to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; andsubsection 7.2(a) of the Credit Agreement. By: _____________________________ Name: Title: [Signature Page to Compliance Certificate]
Appears in 1 contract
Samples: Term Loan and Guarantee Agreement (Evercore Partners Inc.)
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance with, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4, 2018 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this This Solvency Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant delivered pursuant to Section 4.01(54.02(f) of the Revolving Credit Agreement, dated as of the date hereof November 15, 2012 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), among AMNEAL PHARMACEUTICALS SF CC Intermediate Holdings Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a Delaware California limited liability company, as borrower (the Subsidiary Loan Parties from time to time “Borrower”), the Co- Borrowers party thereto, Smart & Final Inc., a Delaware corporation, the Lenders party thereto from time to timethereto, and JPMORGAN CHASE BANKBank of America, N.A., as Administrative Agent and Collateral Agent, the undersignedother parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the ABL Credit Agreement. The undersigned hereby certifies, solely in the undersigned’s [his][her] capacity as a Responsible Officer [ ] of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s [his][her] individual or personal capacity and without personal liability, that, to his knowledgecapacity, as follows: As of the Closing Datedate hereof, after giving effect to the consummation of the Transactions (including the making of the Revolving Loans under the ABL Credit Agreement on the Closing Date (if any) date hereof, and after giving effect to the application of the proceeds thereof):of such Indebtedness:
(1) the a. The fair value of the assets of the Borrower Parent and its Restricted Subsidiariessubsidiaries, on a consolidated basis, exceeds exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the b. The present fair saleable value of the property of the Borrower Parent and its Restricted Subsidiariessubsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the Borrower c. The Parent and its Restricted Subsidiariessubsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; and
d. Parent and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.
Appears in 1 contract
Samples: Revolving Credit Agreement (Smart & Final Stores, Inc.)
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance with, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4, 2018 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this This Solvency Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant delivered pursuant to Section 4.01(54.01(f) of the Revolving Amended and Restated Term Loan Credit Agreement, dated as of the date hereof June 18, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS CPG International LLC, a Delaware limited liability company, company (the Subsidiary Loan Parties from time to time party thereto“Borrower”), the Lenders party thereto from time to time, and JPMORGAN CHASE BANK, N.A.Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent Agent”), and as collateral agent (in such capacity, the “Collateral Agent, the undersigned”). The undersigned hereby certifies, solely in the such undersigned’s capacity as a Responsible Officer [chief financial officer][chief accounting officer][specify other officer with equivalent duties] of CPG International Inc., and not individually, as follows: As of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, to his knowledge, as of the Closing Datedate hereof, after giving effect to the consummation of the Transactions (including the making of the Term Loans under the Credit Agreement on the Closing Date (if any) date hereof and the issuance of the Senior Unsecured Notes on the date hereof, and after giving effect to the application of the proceeds thereof):of such Indebtedness:
(1) the a. The fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the b. The present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the c. Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; and
d. Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.
Appears in 1 contract
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance with, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4, 2018 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this This Solvency Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant delivered pursuant to Section 4.01(54.01(f) of the Revolving First Lien Term Loan Credit Agreement, dated as of the date hereof November 15, 2012 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLCSF CC Intermediate Holdings Inc., a Delaware limited liability companycorporation, as the initial borrower (prior to the Contribution, the Subsidiary Loan Parties from time to time party thereto“Borrower”), Smart & Final Inc., a Delaware corporation, the Lenders party thereto from time to timeand Xxxxxx Xxxxxxx Senior Funding, and JPMORGAN CHASE BANK, N.A.Inc., as Administrative Agent and Collateral Agent, . Capitalized terms used but not otherwise defined herein shall have the undersignedmeanings assigned to them in the Credit Agreement. The undersigned hereby certifies, solely in the undersigned’s [his][her] capacity as a Responsible Officer [ ] of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s [his][her] individual or personal capacity and without personal liability, that, to his knowledgecapacity, as follows: As of the Closing Datedate hereof, after giving effect to the consummation of the Transactions (including the making of the Term Loans under the Credit Agreement on the Closing Date (if any) date hereof, and after giving effect to the application of the proceeds thereof):of such Indebtedness:
(1) the a. The fair value of the assets of the Borrower and its Restricted Subsidiariessubsidiaries, on a consolidated basis, exceeds exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the b. The present fair saleable value of the property of the Borrower and its Restricted Subsidiariessubsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the c. The Borrower and its Restricted Subsidiariessubsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; and
d. The Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.
Appears in 1 contract
Samples: First Lien Term Loan Credit Agreement (Smart & Final Stores, Inc.)
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, certifies that pursuant to, and in accordance with, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4October 25, 2018 2013 (as amended, amended and restated, supplemented, or extended, renewed and/or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time Co-Borrowers party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A.DEUTSCHE BANK AG NEW YORK BRANCH, as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS NEIMAN MARCUS GROUP LTD LLC ByResponsible Officer: Name: Title: [Attachment] [ ], 2018 Pursuant This Solvency Certificate is being delivered to Section 4.01(5you pursuant to (i) of the Revolving Second Amendment to the Term Loan Credit Agreement, dated as of the date hereof October 25, 2013 (as amended, amended and restated, supplemented or supplemented, extended, renewed and/or otherwise modified from time to time, the “Term Loan Credit Agreement”), by and among AMNEAL PHARMACEUTICALS MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, THE NEIMAN MARCUS GROUP LLC, a Delaware limited liability company, THE NMG SUBSIDIARY LLC, a Delaware limited liability company, the Subsidiary Loan Parties Lenders party thereto from time to time, and Credit Suisse AG, as Administrative Agent and Collateral Agent and (ii) the Fourth Amendment to Revolving Credit Agreement, dated as of June 7, 2019, which amends and restates that certain Revolving Credit Agreement, dated as of October 25, 2013 (as amended, amended and restated, supplemented, extended, renewed and/or otherwise modified from time to time, the “ABL Credit Agreement” and, together with the Term Loan Credit Agreement, the “Credit Agreements”), among MARIPOSA INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company, NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company, the Co-Borrowers party thereto, the Lenders party thereto from time to time, and JPMORGAN CHASE BANK, N.A.Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, . Capitalized terms used but not otherwise defined herein shall have the undersigned, solely meanings assigned to them in the undersigned’s capacity as a Responsible Officer applicable Credit Agreement. As of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, to his knowledge, as of the Closing Datedate hereof, after giving effect to the Transactions (including the making consummation of the Loans under the Credit Agreement Recapitalization Transactions, on the Closing Date (if any) and the application of the proceeds thereof):
(1) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; anddate hereof:
Appears in 1 contract
Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies$_______________ New York, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance withNew York [Date] FOR VALUE RECEIVED, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4, 2018 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS undersigned CPG International LLC, a Delaware limited liability companycompany (the “Borrower”), hereby promises to pay to [ ] (the “Lender”) on the Maturity Date (as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested defined in accordance with the terms of the Credit Agreement (collectively referred to below) in lawful money of the United States and in immediately available funds, the principal amount of ____________ DOLLARS ($____________), or, if less, the aggregate unpaid principal amount of all Loans of the Lender outstanding under the Credit Agreement referred to below, which sum shall be due and payable in such amounts and on such dates as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified are set forth in the Credit Agreement. The Borrower represents further agrees to pay interest in like money at such office specified pursuant to Section 9.01(a)(ii) of the Credit Agreement on the unpaid principal amount hereof from time to time from the date hereof at the rates, and warrants on the dates, specified in Section 2.11 of such Credit Agreement. The holder of this Note may endorse and attach a schedule to reflect the Administrative Agent date, Type and amount of each Loan of the Lender outstanding under the Credit Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of each interest rate conversion or continuation pursuant to Section 2.05 of the Credit Agreement and the principal amount subject thereto; provided that the failure of the Lender to make any such recordation (ior any error in such recordation) this Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in shall not affect the Borrower’s own financial accounting records and (iii) obligations of the amounts set forth in this Certificate are determined in accordance with Borrower hereunder or under the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant to Section 4.01(5) This Note is one of the Revolving Notes referred to in the Amended and Restated Term Loan Credit Agreement, dated as of the date hereof June 18, 2018 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS CPG International LLC, a Delaware limited liability company, company (the Subsidiary Loan Parties from time to time party thereto“Borrower”), the Lenders party thereto from time to time, and JPMORGAN CHASE BANK, N.A.Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent Agent”), and as collateral agent (in such capacity, the “Collateral Agent”). Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the undersignednature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. CPG INTERNATIONAL LLC, as Borrower By: Name: Title: This Solvency Certificate is delivered pursuant to Section 5(i) of the Incremental Amendment No. 1, dated as of the date hereof (the “Incremental Amendment No. 1”), to the Term Loan Credit Agreement, dated as of September 30, 2013 (as amended by the First Amendment, dated as of February 6, 2014 and the Second Amendment, dated as of May 5, 2017 and as may be further amended and restated pursuant to the Incremental Amendment No. 1 and as may be amended, restated, supplemented, waived or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), by and among CPG International LLC, as borrower (the “Borrower”), CPG Newco LLC, as guarantor, the Lenders party thereto from time to time, and Jefferies Finance LLC, as administrative agent and collateral agent. The undersigned hereby certifies, solely in the such undersigned’s capacity as a Responsible Chief Financial Officer of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, to his knowledgeindividually, as follows: As of the Closing Datedate hereof, after giving effect to the Transactions (consummation of the Transactions, including the making of the Loans under the Credit Agreement on the Closing Date (if any) 2018 Incremental Term Loans, and after giving effect to the application of the proceeds thereof):
(1) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; andindebtedness:
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Administrative Questionnaire. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire, in form and substance satisfactory to the Administrative Agent, providing such information (including including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative Agent may reasonably require. The undersigned hereby certifies, solely in the undersigned’s capacity as a Responsible Officer of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without any personal liability, that pursuant to, and in accordance with, the terms and provisions of that certain Revolving Credit Agreement dated as of May 4, 2018 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, as the Borrower, the Subsidiary Loan Parties from time to time party thereto, the Lenders party thereto from time to time and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Collateral Agent, the Borrower is executing and delivering to the Administrative Agent this Borrowing Base Certificate accompanied by such supporting data as the Administrative Agent has requested in accordance with the terms of the Credit Agreement (collectively referred to as the “Certificate”). Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement. The Borrower represents and warrants to the Administrative Agent that (i) this Certificate is true and correct in all material respects, (ii) this Certificate is based on information contained in the Borrower’s own financial accounting records and (iii) the amounts set forth in this Certificate are determined in accordance with the Credit Agreement. AMNEAL PHARMACEUTICALS LLC By: Name: Title: [Attachment] [ ], 2018 Pursuant 20[ ] This Solvency Certificate is delivered pursuant to Section 4.01(54.01(f) of the Revolving Term Loan Credit Agreement, dated as of the date hereof April 28, 2022 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AMNEAL PHARMACEUTICALS CPG International LLC, a Delaware limited liability companycompany (the “Borrower”), the Subsidiary Loan Parties from time to time party theretoThe Azek Company Inc., a Delaware corporation (“Holdings”), the Lenders party thereto from time to time, and JPMORGAN CHASE BANKBank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent Agent”), and as collateral agent (in such capacity, the “Collateral Agent, the undersigned”). The undersigned hereby certifies, solely in the such undersigned’s capacity as a Responsible Officer [chief financial officer][chief accounting officer][specify other officer with equivalent duties] of CPG International LLC, and not individually, as follows: As of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that, to his knowledge, as of the Closing Datedate hereof, after giving effect to the consummation of the Transactions (including the making of the Term Loans under the Credit Agreement on the Closing Date (if any) date hereof, and after giving effect to the application of the proceeds thereof):of such Indebtedness:
(1) the a. The fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;
(2) the b. The present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;
(3) the c. Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; and
d. Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital. For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.
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