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Contract analysis / solvency-certificate.docx
solvency-certificate.docx
1038-00002 · 7 clauses
High · 0 Medium · 1 Standard · 3
Section 1 — Identity of Certifying Officer
Section 1 — Identity of Certifying Officer The undersigned, Elena Kowalski, is the duly appointed and acting Chief Financial Officer of Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware. The undersigned is delivering this Solvency Certificate (this "Certificate") in her capacity as Chief Financial Officer of CRH, on behalf of the Borrower and its Subsidiaries o
Section 2 — Definitions Standard
⚑ Commercial term
Section 2 — Definitions For purposes of this Certificate, the following terms shall have the meanings specified below: "Credit Agreement" means the Credit Agreement dated as of May 4, 2023, among Cascade Retail Holdings Inc., Cascade Retail Operating Company LLC, the Guarantors party thereto, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., in its capacity as Administrative Agent and Colla
Section 3 — Basis of Certifications; Due Diligence Statement Standard
⚑ Commercial term
Section 3 — Basis of Certifications; Due Diligence Statement In reaching the conclusions and certifications set forth in Section 4 below, the undersigned has conducted a thorough review and analysis of the financial condition and prospects of the Borrower and its Subsidiaries. Without limiting the generality of the foregoing, the undersigned has: (a) Reviewed the audited consolidated financial statements of CRH and i
Section 4 — Solvency Certifications Standard
⚑ Commercial term
Section 4 — Solvency Certifications After giving effect to the Transactions (including the initial borrowing of $150,000,000 under the Credit Agreement, the repayment and payoff of the Existing Facility, the payment of closing costs, fees, and expenses, the incurrence of all related obligations under the Credit Agreement and the other Loan Documents, and the consummation of all other transactions contemplated thereby
Section 5 — Assumptions and Qualifications
Section 5 — Assumptions and Qualifications The certifications set forth in Section 4 of this Certificate are given and made as of the date hereof, after giving effect to the Transactions on the Closing Date, and are based upon the information available to the undersigned as of the date hereof. In making the certifications set forth in Section 4 above, the undersigned has assumed that: (a) the Borrower and its Subsidi
Section 6 — Reliance; No Personal Liability
Section 6 — Reliance; No Personal Liability This Solvency Certificate is being delivered by Elena Kowalski solely in her capacity as Chief Financial Officer of Cascade Retail Holdings Inc. and not in her individual or personal capacity. Nothing contained herein shall be construed to impose any obligation, duty, or liability upon the undersigned in her individual or personal capacity. No personal liability shall attac
Section 7 — Governing Law Medium
⚑ Forum / governing law
Section 7 — Governing Law This Solvency Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). [Signature Page Follows] [Signature Page to Solvency Certificate] IN WITNESS WHEREOF, the undersigned has executed this Solvency Certifica