The Non-U. S. Lender is not a controlled foreign corporation related to the Borrower (within the meaning of section 881(c)(3)(C) of the Code). Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. Lender. Title: Date [Insert Name of Non-U.S. Lender] EXHIBIT S FORM OF COMPLIANCE CERTIFICATE (Required Asset Coverage Ratio) [Date] Citibank, N.A. as the Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx Xxxxxxxxx, Vice President Facsimile No.: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xxxx.xxx Re: Loan and Servicing Agreement dated as of May 24, 2013 Ladies and Gentlemen: This Compliance Certificate is delivered to you pursuant to Section 6.08(i) of that certain Loan and Servicing Agreement, dated as of May 24, 2013 (as amended, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), Carlyle GMS Finance SPV LLC, as the borrower, Carlyle GMS Finance, Inc., as the transferor and as the servicer (in such capacity, the “Servicer”), Citibank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent, each of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time to time party thereto, Citibank, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the joint lead arrangers, and Xxxxx Fargo Bank, National Association, as the account bank, as the backup servicer, as the collateral custodian and as the collateral administrator. Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. The undersigned hereby certifies to the Administrative Agent that the Servicer is in compliance with the Required Asset Coverage Ratio for the fiscal quarter ending [ ]. The undersigned certifies that all information contained herein is true and correct as of the date hereof.
Appears in 1 contract
Samples: Loan and Servicing Agreement
The Non-U. S. Lender is not a controlled foreign corporation related undertakes to notify the Borrower (within and Administrative Agent promptly upon the meaning obsolescence or invalidity of section 881(c)(3)(C) this Exemption Certificate if, following the execution date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is entitled to payments of interest by the Borrower under the Loan Documents. The undersigned Non-U.S. Lender acknowledges that this Exemption Certificate is executed and delivered in order to substantiate its entitlement to an exemption from U.S. withholding tax under the Code). Under penalties of perjury I declare Further, the undersignedindividual certifies that I have examined this certification and to it has the best of my knowledge and belief it is true, correct and complete, and I further declare that I have requisite authority to sign execute and deliver this document on behalf of for the Non-U.S. Lender. [NAME OF NON-U.S. LENDER] Print Name: Title: Date [Insert Name of Non-U.S. Lender] EXHIBIT S FORM OF COMPLIANCE CERTIFICATE Date: This Borrowing Notice (Required Asset Coverage Ratio) [Date] Citibank, N.A. as the Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx Xxxxxxxxx, Vice President Facsimile No.: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xxxx.xxx Re: Loan and Servicing Agreement dated this "Borrowing Notice"),dated as of May 24December [ ], 2013 Ladies and Gentlemen: This Compliance Certificate 2007, is delivered to you WestLB AG, New York Branch, as administrative agent (the "Administrative Agent"), pursuant to Section 6.08(i2.2 (Procedure for Borrowing) of that certain Loan and Servicing the Credit Agreement, dated as of May 24December 28, 2013 2007 (as amended, modified, waivedrestated, supplemented or restated otherwise modified from time to time, the “Loan and Servicing "Credit Agreement”"), Carlyle GMS Finance SPV by and among Colstrip Lease Holdings, LLC, as the borrower, Carlyle GMS Finance, Inc.a Delaware limited liability company, as the transferor and Borrower, WestLB AG, New York Branch, as the servicer (in such capacityLender, the “Servicer”)Administrative Agent, CitibankWestLB AG, N.A.New York Branch, as Collateral Agent for the administrative agent (in such capacitySecured Parties, the “Administrative and WestLB AG, New York Branch, as Sole Lead Arranger, Bookrunner and Syndication Agent”) . This Borrowing Notice sets forth certain undertakings and as the collateral agent, each representations of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time Borrower with respect to time party thereto, Citibank, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as the joint lead arrangers, and Xxxxx Fargo Bank, National Association, as transactions contemplated by the account bank, as the backup servicer, as the collateral custodian and as the collateral administratorCredit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings provided set forth in the Loan and Servicing Credit Agreement. The undersigned hereby certifies to the Administrative Agent that the Servicer is in compliance with the Required Asset Coverage Ratio for the fiscal quarter ending [ ]. The undersigned certifies that all information contained herein is true and correct as of the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Northwestern Corp)
The Non-U. S. Lender is not a controlled foreign corporation related to the Borrower (within the meaning of section 881(c)(3)(C) of the Code). Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Non-U.S. Lender. Title: Date [Insert Name of Non-U.S. Lender] EXHIBIT S FORM $[____________] [DATE THIS REVOLVING NOTE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT TO AN ELIGIBLE ASSIGNEE AND IN COMPLIANCE WITH THE TERMS OF COMPLIANCE CERTIFICATE THE LOAN AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR VALUE RECEIVED, STAR MOUNTAIN LOWER MIDDLE-MARKET CAPITAL CORP., a Delaware corporation (Required Asset Coverage Ratiothe “Borrower”), promises to pay to [LENDER NAME] (“Lender”), the principal sum of [________] DOLLARS ($[________]), or, if less, the unpaid principal amount of the aggregate advances (“Advances”) [Date] Citibank, N.A. as made by the Administrative Agent 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xx. Xxxxx Xxxxxxxxx, Vice President Facsimile No.: (000) 000-0000 Email: xxxxx.xxxxxxxxx@xxxx.xxx Re: Lender to the Borrower pursuant to the Loan and Servicing Agreement dated (as defined below), as set forth on the attached Schedule, on the dates specified in the Loan and Servicing Agreement, and to pay interest on the unpaid principal amount of May 24each Advance on each day that such unpaid principal amount is outstanding, 2013 Ladies at the Interest Rate related to such Advance as provided in the Loan and Gentlemen: Servicing Agreement, on each Payment Date and each other date specified in the Loan and Servicing Agreement. This Compliance Certificate Revolving Note (the “Note”) is delivered to you issued pursuant to Section 6.08(i) of that certain the Loan and Servicing Agreement, dated as of May 24[________ __], 2013 2021 (as amended, amended and restated, modified, waived, supplemented or restated from time to time, the “Loan and Servicing Agreement”), Carlyle GMS Finance SPV LLCby and among the Borrower, as the borrower, Carlyle GMS Finance, Inc., as the transferor and as the servicer (in such capacity, the “Servicer”), Citibank, N.A.Sterling National Bank, as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agentagent (in such capacity, the “Collateral Agent”), and each of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time to time party thereto, Citibank, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as thereto (including the joint lead arrangers, and Xxxxx Fargo Bank, National Association, as the account bank, as the backup servicer, as the collateral custodian and as the collateral administratorLender). Capitalized terms used but not defined herein shall have the meanings provided in the Loan and Servicing Agreement. The undersigned hereby certifies Notwithstanding any other provisions contained in this Note, if at any time the rate of interest payable by the Borrower under this Note, when combined with any and all other charges provided for in this Note, in the Loan and Servicing Agreement or in any other document (to the Administrative Agent that the Servicer is in compliance with the Required Asset Coverage Ratio extent such other charges would constitute interest for the fiscal quarter ending [ ]purpose of any applicable law limiting interest that may be charged on this Note), exceeds the highest rate of interest permissible under applicable law (the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be exceeded, the rate of interest under this Note shall be equal to the Maximum Lawful Rate. The undersigned certifies If at any time thereafter the rate of interest payable under this Note is less than the Maximum Lawful Rate, the Borrower shall continue to pay interest under this Note at the Maximum Lawful Rate until such time as the total interest paid by the Borrower is equal to the total interest that all information contained herein would have been paid had applicable law not limited the interest rate payable under this Note. In no event shall the total interest received by the Lender under this Note exceed the amount which the Lender could lawfully have received had the interest due under this Note been calculated since the date of this Note at the Maximum Lawful Rate. Payments of the principal of, and interest on, Advances represented by this Note shall be made by or on behalf of the Borrower to the holder hereof by wire transfer of immediately available funds in the manner and at the address specified for such purpose as provided in the Loan and Servicing Agreement, or in such manner or at such other address as the holder of this Note shall have specified in writing to the Borrower for such purpose, without the presentation or surrender of this Note or the making of any notation on this Note. If any payment under this Note falls due on a day that is true not a Business Day, then such due date shall be extended to the next succeeding Business Day and correct interest shall be payable on any principal so extended at the applicable Interest Rate. If any Event of Default shall have occurred, the Interest Rate shall be increased pursuant to the increase set forth in the definition of “Applicable Spread” set forth in the Loan and Servicing Agreement, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default. Portions or all of the principal amount of the Note shall become due and payable at the time or times set forth in the Loan and Servicing Agreement. Any portion or all of the principal amount of this Note may be prepaid, together with interest thereon (and, as set forth in the Loan and Servicing Agreement, certain costs and expenses of the Lender) at the time and in the manner set forth in, but subject to the provisions of, the Loan and Servicing Agreement. Except as provided in the Loan and Servicing Agreement, the Borrower expressly waives presentment, demand, diligence, protest and all notices of any kind whatsoever with respect to this Note. All amounts evidenced by this Note, the Lender’s Advances and all payments and prepayments of the principal hereof and the respective dates and maturity dates thereof shall be endorsed by the Lender, on the schedule attached hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof; provided, however, that the failure of the Lender to make such a notation shall not in any way limit or otherwise affect the obligations of the Borrower under this Note as provided in the Loan and Servicing Agreement. The holder hereof may sell, assign, transfer, negotiate, grant participations in or otherwise dispose of all or any portion of any Advances made by the Lender and represented by this Note and the indebtedness evidenced by this Note, subject to the applicable provisions of the Loan and Servicing Agreement. This Note is secured by the security interests granted pursuant to Section 2.11 and 2.12 of the Loan and Servicing Agreement. The holder of this Note is entitled to the benefits of the Loan and Servicing Agreement and may enforce the agreements of the Borrower contained in the Loan and Servicing Agreement and exercise the remedies provided for by, or otherwise available in respect of, the Loan and Servicing Agreement, all in accordance with the terms of the Loan and Servicing Agreement. If an Event of Default shall occur, the unpaid balance of the principal of all Advances, together with accrued interest thereon, may be declared, and may become, due and payable in the manner and with the effect provided in the Loan and Servicing Agreement. The Borrower, the Lenders, the Administrative Agent and the Collateral Agent each intend, for federal, state and local income and franchise tax purposes only, that this Note be evidence of indebtedness of the Borrower secured by the Collateral and the Lender by the acceptance hereof, agrees to treat the Note for federal, state and local income and franchise tax purposes as indebtedness of the Borrower. This Note is a “Revolving Note” as referred to in the Loan and Servicing Agreement. This Note shall be construed in accordance with and governed by the laws of the State of New York.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Star Mountain Lower Middle-Market Capital Corp)
The Non-U. S. Lender is not a controlled foreign corporation related undertakes to notify the Borrower (within and Administrative Agent promptly upon the meaning obsolescence or invalidity of section 881(c)(3)(C) this Non-U.S. Lender Statement if, following the execution date hereof, any statement herein ceases to be true at any time while the Non-U.S. Lender is entitled to payments of interest by the Borrower under the Financing Documents. The undersigned Non-U.S. Lender acknowledges that this Non-U.S. Lender Statement is executed and delivered in order to substantiate its entitlement to an exemption from U.S. withholding tax under the Code). Under penalties of perjury I declare Further, the undersigned individual certifies that I have examined this certification and to it has the best of my knowledge and belief it is true, correct and complete, and I further declare that I have requisite authority to sign execute and deliver this document on behalf of for the Non-U.S. Lender. [NAME OF NON-U.S. LENDER] By: Print Name: Title: Date [Insert Name of Non-U.S. Lender] EXHIBIT S FORM OF COMPLIANCE CERTIFICATE (Required Asset Coverage Ratio) [Date] Citibank: WestLB AG, N.A. New York Branch, as the Administrative Agent 000 Xxxxxxxxx for the Lenders 1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Attention: Xx. Xxxxx Xxxxxxxxx, Vice President Facsimile No.Axxxxx Xxxxxx Phone: (000) 200-000-0000 EmailFacsimile: xxxxx.xxxxxxxxx@xxxx.xxx Re200-000-0000 E-mail Address: Loan and Servicing Agreement dated as of May 24, 2013 NXX_Xxxxxx_Xxxxxxxx@XxxxXX.xxx Ladies and Gentlemen: This Compliance Certificate is delivered The undersigned, a duly authorized officer of Mxxxx-XxXxxx, LLC (the “Insurance Consultant”), hereby provides this letter to you pursuant to in accordance with Section 6.08(i6.01(p) of that certain Loan and Servicing Agreement, dated as of May 24, 2013 Senior Credit Agreement (as amended, modified, waived, supplemented or restated otherwise modified from time to time, the “Loan and Servicing Senior Credit Agreement”), Carlyle GMS Finance SPV LLCdated as of November 20, as the borrower2007, Carlyle GMS Financeby and among SOUTHWEST GEORGIA ETHANOL, Inc., as the transferor and as the servicer LLC (in such capacity, the “ServicerBorrower”), Citibank, N.A., as the administrative agent (in such capacity, the “Administrative Agent”) and as the collateral agent, each of the Conduit Lenders, Liquidity Banks, Institutional Lenders and Lender Agents from time to time party theretohereto, CitibankWESTLB AG, N.A. and SunTrust Xxxxxxxx Xxxxxxxx, Inc.NEW YORK BRANCH, as Administrative Agent for the joint lead arrangersLenders, and Xxxxx Fargo BankWESTLB AG, National AssociationNEW YORK BRANCH, as Collateral Agent for the account bankSenior Secured Parties and WESTLB AG, NEW YORK BRANCH, as the backup servicersole lead arranger, as the collateral custodian bookrunner and as the collateral administratorsyndication agent. Capitalized terms used herein but not defined herein shall have the respective meanings provided assigned to such terms in the Loan and Servicing AgreementSenior Credit Agreement or, if not defined therein, in the common practice of the insurance industry. The undersigned Insurance Consultant acknowledges that pursuant to the Senior Credit Agreement, the Lenders will be providing financing to the Borrower for the construction of the Project and in so doing will be relying on this certificate, the Insurance Consultant’s report dated November 15, 2006 and the Insurance Consultant’s Opinion dated October 3, 2007. The Insurance Consultant certifies that attached hereto as Attachment 1 is a true, correct and complete copy of each of such report and such opinion, and each of such report and such opinion represents the Insurance Consultant’s professional opinion as of the date thereof. Further, since the date of such report, nothing has come to our attention that would cause us to change that report. The Insurance Consultant hereby further certifies to the Administrative Agent that:
(i) the Borrower has evidenced all insurance binders required pursuant to and in accordance with Section 6.01(p) of the Senior Credit Agreement, and their insurance broker has executed a letter confirming that all such insurance policies are in full force and effect;
(ii) the Borrower’s insurance broker has confirmed that all premiums due and payable with respect to each such insurance policy have been paid or that the Servicer Borrower is not in arrears on any such premium due;
(iii) each such insurance policy is placed with insurance carriers which are authorized to do business in Georgia and rated “A-, X” or better by A.M. Best’s Insurance Guide and Key Ratings; The Borrower’s insurance broker has evidenced binders and has confirmed that: • Each such insurance policy (with the exception of Professional Liability, Directors and Officers and Workers Compensation/Employers Liability insurance) has been endorsed with the Senior Secured Parties as Additional Insured and the Collateral Agent as sole (or first) loss payee (where applicable); • Each such insurance policy permits a waiver of subrogation for the benefit of the Senior Secured Parties; • Each such insurance policy is primary (without contribution from any other policies the Senior Secured Parties may hold); • Each all risk property, builders all risk, business interruption, delay in startup, and property/machinery breakdown (boiler and machinery) policy contains non-vitiation language to ensure such insurance policy will remain in full force and effect for the benefit of the Senior Secured Parties in the event other insured parties violate the terms and conditions of the policy/policies; • Each such insurance policy contains a non-invalidation endorsement or provision that permits (but does not obligate) the Senior Secured Parties to pay any premiums due and continue coverage in the event that the Borrower fails to make premium payments; and • Each such insurance policy provides a minimum of 45-days’ written notice of cancellation to Administrative Agent, except for cancellation based on non-payment of premium which provides for 10 days’ prior written notice. It is our opinion that on the basis of the binders and information evidenced to us by the Borrower and its insurance broker, the insurance evidenced is in compliance with the Required Asset Coverage Ratio for material insurance requirements of the fiscal quarter ending [ ]Project Documents and with the requirements of the Senior Credit Agreement. A copy of the Borrower’s insurance broker’s certificate confirming the matters set forth above is attached hereto as Attachment 2. [The remainder of this page is intentionally blank. The undersigned certifies that all information contained herein next page is true and correct as of the date hereofsignature page.]
Appears in 1 contract
