Example ContractsClausesS. Tax Compliance Certificate
S. Tax Compliance Certificate
S. Tax Compliance Certificate contract clause examples

(For Foreign Assignees That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to [Article 14(k)] of the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of March 7, 2022 (the “Master Repurchase and Securities Contract Agreement”), by and by and among [[Administrative Agent:Organization]], a New York state- chartered bank, as Administrative Agent, [[Administrative Agent:Organization]], [[Administrative Agent:Organization]] and such other financial institutions from time to time party thereto, as Buyers, and , , as Seller. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Master Repurchase and Securities Contract Agreement.

ActiveUS 170689984v.4

EXHIBIT #: Request for Letter of Credit

Compliance Certificate. A duly executed Compliance Certificate dated as of the Closing Date and evidencing a Total Leverage Ratio of no greater than 4.5:1.00 as of June 30, 2016 on a Pro Forma Basis after giving effect to the Term Loans;

Compliance Certificate. A duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Section 7.07 hereof as of April 2, 2017, calculated on a Pro Forma Basis as if the Term Loans and any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations).

The Borrower must supply to the Facility Agent a Compliance Certificate with each set of its financial statements sent to the Facility Agent under this Agreement.

Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate signed by the SPV’s or Arrow’s, as applicable, chief financial officer stating that # the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the SPV or Arrow and its consolidated Subsidiaries as applicable and # to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof and showing the computation of, and showing compliance with, the financial ratio set forth in [Section 8.1(p)].

Holdings shall deliver to the Administrative Agent, within 120 days after the end of each fiscal year ending after the Closing Date (or 30 days after such later date as specified in [Section 9.2(a)(i)]) a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Holdings and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether Holdings and the Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Agreement, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge Holdings and the Restricted Subsidiaries have kept, observed, performed and fulfilled each and every condition and covenant contained in this Agreement during such fiscal year and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Agreement (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action Holdings is taking or proposes to take with respect thereto).

Compliance Certificate. Concurrently with the delivery of the financial statements referred to in [Sections 6.01(a) and (b), (i)])])] a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer, vice president – finance or controller which is a Responsible Officer of the , and # a copy of management’s discussion and analysis with respect to such financial statements.

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