Borrower Certificate. The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments, signed by a Responsible Officer.
Borrower Certificate. The Senior Facility Agent shall have received a duly executed certificate of an Authorized Officer of the Borrower certifying that: (i) each of the representations and warranties of the Borrower in Article VI is true and correct in all material respects except for (A) those representations and warranties that are qualified by materiality, which shall be true and correct in all respects, on and as of the date of such Extension of Credit as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date) and (B) the representations and warranties that, pursuant to Section 4.1(b) (General) of the Common Terms Agreement, are not deemed repeated; (ii) no Default or Event of Default has occurred and is continuing on such date or will result from the consummation of the transactions contemplated by the Transaction Documents; and (iii) the Collateral is subject to the perfected first priority Lien (subject only to Permitted Liens) and security interest established pursuant to the Security Documents.
Borrower Certificate. Receipt by the Intercreditor Agent of a certificate of the Borrower certifying that:
(i) each of the Repeated Representations of the Obligors is true and correct in all material respects, except for representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects, on and as of the Project Completion Date as if made on and as of such date (or, if stated to have been made solely as of an earlier date, as of such earlier date);
(ii) no Unmatured Loan Facility Event of Default or Loan Facility Event of Default has occurred and is Continuing on such date or is expected to result from the occurrence of the Project Completion Date;
(iii) no default by an Obligor exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect and, to the Knowledge of each Obligor, no default by a Material Project Counterparty exists under any Material Project Agreement that could reasonably be expected to have a Material Adverse Effect;
(iv) to the Knowledge of each Obligor, no event of force majeure (as defined in the applicable Material Project Agreement) has occurred and is Continuing under any Material Project Agreement, the consequences of which could reasonably be expected to have a Material Adverse Effect; and
(i) the Required LNG SPAs (including guarantees or other forms of credit support required by their terms), (ii) the Pipeline Service Agreements, (iii) the Gas Transportation Agreements (or Replacement Material Contract in respect thereof) (iv) the Service Agreements described in clauses (a) through (e) of the definition thereof (or Replacement Material Contract in respect thereof) and (v) the Gas Supply Agreement and the gas supply agreements that collectively are sufficient to enable the Borrower to meet its obligations under the Required LNG SPAs are, in each case, in full force and effect, enforceable against the parties thereto in accordance with such contract’s terms, except as limited by general principles of equity and bankruptcy, insolvency and similar laws.
Borrower Certificate. The Agent shall have received a certificate signed by the Secretary or Assistant Secretary of the Borrower certifying as to all action taken by the Borrower to authorize the execution, delivery and performance of this Amendment No. 3.
Borrower Certificate. A certificate of officers acceptable to Lender of Borrower certifying as to (i) the incumbency of the officers signing such certificate and the Loan Documents to which it is a party, (ii) an original certified copy of its Articles of Incorporation or Certificate of Incorporation, as applicable, certified as true, complete and correct as of a date acceptable to Lender by the appropriate authority of the State of Nevada, (iii) a copy of its By-Laws, as in effect on the Agreement Date, (iv) a copy of the resolutions of its Board of Directors authorizing it to execute, deliver and perform the Loan Documents to which it is a party, (v) an original certificate or certificates of good standing, existence and qualification issued by the appropriate authority or authorities of the States of Nevada and Texas (certified as of a date acceptable to Lender), (vi) the accuracy of the representations and warranties in the Loan Documents, (vii) no Default or Event of Default exists, and (viii) no Material Adverse Change having occurred.
Borrower Certificate. Holdings shall deliver to the Agent a certificate executed by an authorized officer of each Borrower certifying the absence of any Event of Default or Incipient Default;
Borrower Certificate. A Borrower Certificate regarding the matters required to be certified by it as set forth in this Section 4.2 in the form attached hereto as Exhibit C2;
Borrower Certificate. A certificate executed by an authorized officer of each Borrower and a secretary or assistant secretary of each Borrower certifying the absence of any Event of Default or Incipient Default;
Borrower Certificate. As a condition precedent to the effectiveness of any Accordion Increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower, dated as of such date and signed by the chief executive officer, chief financial officer or a senior vice president of such Xxxxxxxx, (i) certifying and attaching all necessary resolutions, consents and/or approvals of such Borrower approving or consenting to such Accordion Increase and (ii) certifying that, before and after giving effect to such Accordion Increase, (A) the representations and warranties contained in Article IV and the other Loan Documents are true and correct in all material respects on and as of such date as if made on and as of such date (except to the extent applicable to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date and except to the extent such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct as of such date), (B) no Default or Event of Default exists and (C) Rayonier shall be in compliance with the covenants set forth in Section 5.04 (calculated on a pro forma basis, as of the date of the Accordion Increase but based upon the most recently ended Fiscal Quarter for which financial statements have been or are required to have been delivered pursuant to Section 5.01(k)).
Borrower Certificate. No less than five (5) Business Days prior to such Initial Project Funding Date, the Administrative Agent shall have received a certificate, signed by a Responsible Officer of Borrower, in substantially the form of Exhibit B-2, attaching the updated Asset Register for such Project, and certifying that:
(i) the Eligibility Representations and Warranties with respect to such Project are true and correct in all material respects as of such Initial Project Funding Date, other than those representations and warranties which are modified by materiality by their own terms, which shall be true and correct in all respects as of such Initial Project Funding Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all material respects as of such earlier date);
(ii) each Project that is the subject of the requested Loan satisfies the Eligible Vendor Requirements;
(iii) after giving effect to such Loan, the Borrower shall be in compliance with the Concentration Limits; and
(iv) no Provider Default shall have occurred and be continuing.
