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Extract to table / officers-certificate-closing-conditions.docx
officers-certificate-closing-conditions.docx
Parties
CERTIFICATE Stonefield Logistics Group Inc
Stonefield Logistics Group Inc
Pinnacle Corp
Saylor LLP
Harkness LLP
Moss LLP
Dates
September 14, 2023
September 29, 2023
April 7, 2022
December 15, 2022
June 2, 2023
September 5, 2023
December 31, 2022
June 30, 2023
September 26, 2023
Amounts
$120,000,000
$108,600,000
$98,400,000
$407,000,000
$275,000,000
$50,000,000
$12,000,000
$287,000,000
$15,000,000
$38,000,000
Obligations
Capitalized terms used but not otherwise defined in this Officer's Certificate shall have the meanings ascribed to such terms in the Mezzanine Credit Agreement
Use of Proceeds The undersigned hereby certify that the proceeds of the Mezzanine Term Loan shall be applied solely for the purposes specified in the Mezzanine Credit Agreement
The following fees, costs, and expenses are to be paid from the proceeds of the Mezzanine Term Loan on the Closing Date in accordance with the Closing Funds Flow Memorandum dated September 29, 2023: After giving effect to the deduction of the foregoing transaction costs, net proceeds of the Mezzanine Term Loan available to the Borrower for the capital expenditure program and other permitted purposes shall be approximately One Hundred Fifteen Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($115,437,500)
The Mezzanine Lender is entitled to rely fully on the certifications, representations, and warranties contained herein in connection with its decision to fund the Mezzanine Term Loan on the Closing Date, and such certifications, representations, and warranties shall survive the Closing Date and the funding of the Mezzanine Term Loan in accordance with the terms of the Mezzanine Credit Agreement
This Officer's Certificate may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument
Delivery of an executed counterpart of this Officer's Certificate by facsimile or portable document format (PDF) shall be effective as delivery of a manually executed original counterpart hereof