Common use of Form of Compliance Certificate Clause in Contracts

Form of Compliance Certificate. Exhibit 10.1(a) Form of Assignment of Earnings Exhibit 10.1(b) Form of Assignment of Insurances Exhibit 10.1(c) Form of Assignment of Time Charter Exhibit 10.1(d-1) Form of Guaranty for Holdings Exhibit 10.1(d-2) Form of Guaranty Exhibit 10.1(e) Form of Perfection Certificate Exhibit 10.1(f) Form of Security Agreement Exhibit 10.1(g) Form of Solvency Certificate Exhibit 10.1(h) Form of Term Loan Drawdown Notice Exhibit 10.1(i) Form of Term Loan Note Exhibit 10.1(j) Form of First Preferred Ship Mortgage This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 29, 2021 (the “Closing Date”), is entered into by and among OVERSEAS ST HOLDING LLC, a Delaware limited liability company (“OXXX”), OSG ENDURANCE LLC, a Delaware limited liability company (“OSG Endurance”), OSG DELAWARE BAY LIGHTERING LLC, a Delaware limited liability company (“OSG DBL”), TAGALAK ISLAND LLC, a Delaware limited liability company (“Tagalak Island”), MYKONOS TANKER LLC, a Delaware limited liability company (“Mykonos Tanker”), SANTORINI TANKER LLC, a Delaware limited liability company (“Santorini Tanker”; and together with OXXX, OSG Endurance, OSG DBL, Tagalak Island and Mykonos Tanker, collectively, jointly and severally the “Borrowers”, and each individually a “Borrower”), and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”). Capitalized terms used herein and defined in Article X hereof are used herein as therein defined.

Form of Compliance Certificate. Exhibit 10.1(a) Form of Assignment of Earnings Exhibit 10.1(b) Form of Assignment of Insurances Exhibit 10.1(c) Form of Assignment of Time Charter Exhibit 10.1(d-1) Form of Guaranty CONSOLIDATED INTEREST EXPENSE (for Holdings Exhibit 10.1(d-2and its Subsidiaries on a consolidated basis) Form of Guaranty Exhibit 10.1(e) Form of Perfection Certificate Exhibit 10.1(f) Form of Security Agreement Exhibit 10.1(g) Form of Solvency Certificate Exhibit 10.1(h) Form of Term Loan Drawdown Notice Exhibit 10.1(i) Form of Term Loan Note Exhibit 10.1(j) Form of First Preferred Ship Mortgage Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended This CREDIT AGREEMENT Assignment and Assumption (including all exhibits and schedules hereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “AgreementAssignment and Assumption”), ) is dated as of September 29, 2021 (the “Closing Date”), Effective Date set forth below and is entered into by and among OVERSEAS ST HOLDING LLCbetween [the][each]4 Assignor identified in item 1 below ([the][each, a Delaware limited liability company an] “Assignor”) and [the][each]5 Assignee identified in item 2 below ([the][each, an] “OXXXAssignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]6 hereunder are several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), OSG ENDURANCE LLCreceipt 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, a Delaware limited liability company (“OSG Endurance”), OSG DELAWARE BAY LIGHTERING LLC, a Delaware limited liability company (“OSG DBL”), TAGALAK ISLAND LLC, a Delaware limited liability company (“Tagalak Island”), MYKONOS TANKER LLC, a Delaware limited liability company (“Mykonos Tanker”), SANTORINI TANKER LLC, a Delaware limited liability company (“Santorini Tanker”; [the][each] Assignor hereby irrevocably sells and together with OXXX, OSG Endurance, OSG DBL, Tagalak Island and Mykonos Tanker, collectively, jointly and severally assigns to [the “Borrowers”Assignee][the respective Assignees], and each individually [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 “Borrower”)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, and STONEBRIAR COMMERCIAL FINANCE LLC, a Delaware limited liability company (together with its successors and assignswithout 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] “LenderAssigned Interest”). Capitalized terms used herein Each such sale and defined assignment is without recourse to [the][any] Assignor and, except as expressly provided in Article X hereof are used herein as therein definedthis 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.

Form of Compliance Certificate. Exhibit 10.1(a) Form of Assignment of Earnings Exhibit 10.1(b) Form of Assignment of Insurances Exhibit 10.1(c) Form of Assignment of Time Charter Exhibit 10.1(d-1) Form of Guaranty for Holdings Exhibit 10.1(d-2) Form of Guaranty Exhibit 10.1(e) Form of Perfection Certificate Exhibit 10.1(f) Form of Security Agreement Exhibit 10.1(g) Form of Solvency Certificate Exhibit 10.1(h) Form of Term Loan Drawdown Notice Exhibit 10.1(i) Form of Term Loan Note Exhibit 10.1(j) Form of First Preferred Ship Mortgage This CREDIT AGREEMENT (including all exhibits and schedules heretoTo: Wilmington Trust, National Association as Administrative Agent Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx 000-000-0000 Email: xxxxx@xxxxxxxxxxxxxxx.xxx Blackstone Credit Advisors, LP, as the same may be BXC Representative 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxx Email: xxxx.xxxxx@xxxxxxxxxx.xxx Re: Compliance Certificate dated [ ], 20[ ] Ladies and Gentlemen: Reference is hereby made to the Term Loan Credit Agreement, dated as of June 8, 2021 (as amended, amended and restated, supplemented supplemented, or otherwise modified from time to time, this the “Credit Agreement”), dated as of September 29by and among the lenders party thereto (such lenders, 2021 (together with their respective successors and assigns, each individually a “Lender” and collectively the “Closing DateLenders”), is entered into by Wilmington Trust, National Association (“Wilmington Trust”), as administrative agent for the Lenders (in such capacity, together with its successors and among OVERSEAS ST HOLDING assigns in such capacity, “Administrative Agent”), Wilmington Trust, as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), Cross Country Healthcare, Inc., a Delaware corporation (“Borrower”), MDA Holdings, Inc., a Delaware corporation (“MDA Holdings”), Credent Verification and Licensing Services, LLC, a Delaware limited liability company (“OXXXCredent Verification”), OSG ENDURANCE Xxxxx Search, Inc., a Delaware corporation (“Xxxxx”), Cross Country Staffing, Inc., a Delaware corporation (“Cross Country Staffing”), Assignment America, LLC, a Delaware limited liability company (“OSG EnduranceAssignment America”), OSG DELAWARE BAY LIGHTERING Travel Staff, LLC, a Delaware limited liability company (“OSG DBLTravel Staff”), TAGALAK ISLAND Medical Doctor Associates, LLC, a Delaware limited liability company (“Tagalak IslandMedical Doctor”), MYKONOS TANKER OWS, LLC, a Delaware limited liability company (“Mykonos TankerOWS”), SANTORINI TANKER and New Mediscan II, LLC, a Delaware California limited liability company (“Santorini TankerNew Mediscan”; , and together with OXXXMDA Holdings, OSG EnduranceCredent Verification, OSG DBLXxxxx, Tagalak Island and Mykonos TankerCross Country Staffing, collectivelyAssignment America, jointly and severally the “Borrowers”Travel Staff, Medical Doctor, and OWS, and any other Person that at any time after the date of the Credit Agreement becomes a Guarantor, each individually a “BorrowerGuarantor”), and STONEBRIAR COMMERCIAL FINANCE LLCcollectively, a Delaware limited liability company (together with its successors and assigns, the “LenderGuarantors”). Capitalized terms used herein but not specifically defined herein shall have the meanings assigned to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby certifies, solely in a capacity as an officer of Borrower, and defined not in Article X an individual capacity, as of the date hereof are used herein as therein defined.that:

Form of Compliance Certificate. Exhibit 10.1(a) 7.1.4 Form of Assignment of Earnings Exhibit 10.1(b) Form of Assignment of Insurances Exhibit 10.1(c) Form of Assignment of Time Charter Exhibit 10.1(d-1) Form of Guaranty for Holdings Exhibit 10.1(d-2) Form of Guaranty Exhibit 10.1(e) Form of Perfection Borrowing Base Certificate Exhibit 10.1(f7.2.3 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 FORM OF U.S. REVOLVING CREDIT NOTE SECURED PROMISSORY NOTE $______________ ______________ __, 20__ Chicago, Illinois FOR VALUE RECEIVED, the undersigned ("U.S. Borrower") promises to pay to the order of Security _________________________ ("Lender"), at the principal office of Fleet Capital Corporation, as agent for said Lender, or at such other place in the United States of America as the holder of this Note may designate from time to time in writing, in lawful money of the United States of America or such other currency as provided in the Loan Agreement Exhibit 10.1(greferred to below and in immediately available funds, the principal amount of the Dollar Equivalent of __________________________________ Dollars ($___________) Form 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 Solvency Certificate Exhibit 10.1(hthis Note outstanding from time to time. This Revolving Note (the "Note") Form is one of Term the Revolving Notes referred to in, and is issued pursuant to, that certain Loan Drawdown Notice Exhibit 10.1(i) Form of Term Loan Note Exhibit 10.1(j) Form of First Preferred Ship Mortgage This CREDIT AGREEMENT Agreement among the borrower signatories thereto (including all exhibits U.S. Borrower), the lender signatories thereto (including Lender) and schedules heretoFleet Capital Corporation ("FCC") as agent for such lenders (FCC, in such capacity, "Agent") dated as of January __, 2003 (hereinafter, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “the "Loan Agreement”), dated as of September 29, 2021 (the “Closing Date”), is entered into by and among OVERSEAS ST HOLDING LLC, a Delaware limited liability company (“OXXX”), OSG ENDURANCE LLC, a Delaware limited liability company (“OSG Endurance”), OSG DELAWARE BAY LIGHTERING LLC, a Delaware limited liability company (“OSG DBL”), TAGALAK ISLAND LLC, a Delaware limited liability company (“Tagalak Island”), MYKONOS TANKER LLC, a Delaware limited liability company (“Mykonos Tanker”), SANTORINI TANKER LLC, a Delaware limited liability company (“Santorini Tanker”; and together with OXXX, OSG Endurance, OSG DBL, Tagalak Island and Mykonos Tanker, collectively, jointly and severally the “Borrowers”, and each individually a “Borrower”"), and STONEBRIAR COMMERCIAL FINANCE LLCis 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 Delaware limited liability company (together 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 its successors 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 assignspayable on a day other than a Business Day, the “Lender”)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. Capitalized terms used herein 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 defined in Article X hereof are used herein as therein definedan 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.

Form of Compliance Certificate. Exhibit 10.1(aThe undersigned, the treasurer of Universal Management Services, Inc., a corporation organized under the laws of the State of Michigan (“Borrowing Agent”) Form hereby makes the certifications set forth below, in his capacity as an officer of Assignment Borrowing Agent and not in his individual capacity, to PNC Bank, National Association, in its capacity as Agent (“Agent”) in accordance with the requirements of Earnings Exhibit 10.1(b) Form Section [9.7], [9.8], [9.9] of Assignment of Insurances Exhibit 10.1(c) Form of Assignment of Time Charter Exhibit 10.1(d-1) Form of Guaranty for Holdings Exhibit 10.1(d-2) Form of Guaranty Exhibit 10.1(e) Form of Perfection Certificate Exhibit 10.1(f) Form of that certain Amended and Restated Revolving Credit, Term Loan and Security Agreement Exhibit 10.1(g) Form of Solvency Certificate Exhibit 10.1(h) Form of Term Loan Drawdown Notice Exhibit 10.1(i) Form of Term Loan Note Exhibit 10.1(j) Form of First Preferred Ship Mortgage This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Credit Agreement”), dated as of September 29August [__], 2021 (the “Closing Date”), is entered into 2018 by and among OVERSEAS ST HOLDING Borrowing Agent, Universal Logistics Holdings, Inc., Universal Truckload, Inc., Universal Dedicated, Inc., Xxxxx Xxxxx Intermodal, Inc., Logistics Insight Corp., Universal Logistics Solutions International, Inc., Universal Specialized, Inc., Cavalry Logistics, LLC, a Delaware limited liability company (“OXXX”)Fore Transportation Inc., OSG ENDURANCE Fore Transport, Inc., 4 Cargo LLC, a Delaware limited liability company Southern Counties Express, Inc., and Aquarius Financial, Inc. (“OSG Endurance”), OSG DELAWARE BAY LIGHTERING LLC, a Delaware limited liability company (“OSG DBL”), TAGALAK ISLAND LLC, a Delaware limited liability company (“Tagalak Island”), MYKONOS TANKER LLC, a Delaware limited liability company (“Mykonos Tanker”), SANTORINI TANKER LLC, a Delaware limited liability company (“Santorini Tanker”; and together with OXXX, OSG Endurance, OSG DBL, Tagalak Island and Mykonos Tanker, collectively, jointly and severally collectively the “Borrowers”, ” and each individually a “Borrower”), each Person party thereto as guarantor from time to time (collectively, the “Guarantors”, and STONEBRIAR COMMERCIAL FINANCE LLCeach a “Guarantor”) PNC Bank, National Association (“PNC”), as a Revolving Lender and as a Term Loan Lender, Steel City Capital Funding, a Delaware limited liability company division of PNC (together with its successors and assigns“SCCF”), as a Term Loan Lender, the other financial institutions which are now or which hereafter become a party thereto as Revolving Lenders or Term Loan Lenders (collectively with Revolving Lenders and Term Loan Lenders, the “Lenders” and each, individually, a “Lender”). Capitalized terms used herein and in this Compliance Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in Article X hereof the Credit Agreement. Based upon my review of the financial statements delivered pursuant to Section [9.7], [9.8], [9.9] of the Borrowers for the [__________] period ending _______________, ____, copies of which are used herein as therein defined.attached hereto, I hereby certify that: