Borrower Organizational Documents. (i) The certificate of formation of the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State of Delaware;
(ii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying that (A) attached thereto is a true and correct copy of the certificate of formation, the operating agreement and bylaws of the Borrower as in effect on the Effective Date; (B) attached thereto is a true and correct copy of a Board Resolution of the Borrower, which authorizes the execution, delivery and performance by the Borrower of this Agreement and the other Credit Documents executed or to be executed by the Borrower and the consummation of the transactions contemplated hereby and thereby and (C) there are no proceedings for the dissolution or liquidation of the Borrower;
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, certifying the incumbency, signatures and title of the officers of the Borrower authorized to, and who have acted to, execute, deliver and perform this Agreement, the other Credit Documents and all other documents, instruments or agreements related thereto executed or to be executed by the Borrower; and
(iv) Certificates of good standing for the Borrower, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable official) of Delaware and each state or jurisdiction in which the Borrower is qualified to do business.
Borrower Organizational Documents. Borrower represents and warrants to Lender that the certificates of formation, articles of organization, limited liability company operating agreement, limited partnership agreement and the other organizational documents, as applicable, of Mortgage Borrower, Mezzanine 1 Borrower, Mezzanine 2 Borrower and Borrower (and if any individual Mortgage Borrower is a limited partnership, of its general partner) delivered to Lender in connection with the Restructuring (as defined in the Loan Agreement) have not been amended, modified or revoked since the Closing Date, other than any such amendment or modification that was effectuated in accordance with the Loan Documents and is attached as an exhibit to any officer’s or member’s certificate delivered to Lender in connection with this Agreement.
Borrower Organizational Documents. Borrower represents and warrants to Lender that as of the Offering Date, the certificate of formation, the articles of organization, the limited liability company agreement, and any other organizational documents of Borrower delivered to Lender in connection with the making of the Loan have not been amended, modified or revoked since the Loan Closing Date, other than any such amendment or modification that was effectuated in accordance with the Loan Documents and is attached as an exhibit to the officer’s certificate delivered to Lender in connection with this
Borrower Organizational Documents. A certified copy of Borrower’s Articles of Organization, and a copy of Borrower’s Bylaws, with any amendments or modifications thereto.
Borrower Organizational Documents. The Borrower shall have furnished to the Lender (i) a copy of the Certificate of Incorporation of the Borrower, certified by the Delaware Secretary of State; (ii) a copy of Borrower’s Bylaws; (iii) Certificates of Good-Standing for the Borrower issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Missouri and (iv) such other documents as the Lender may reasonably request.
Borrower Organizational Documents. Borrower represents and warrants to Lender that the certificates of formation, articles of organization, limited liability company operating agreement, limited partnership agreement and the other organizational documents, as applicable, of Mortgage Borrower and Borrower (and if any individual Mortgage Borrower is a limited partnership, of its general partner) delivered to Lender in connection with the Restructuring (as defined in the Loan Agreement) have not been amended, modified or revoked since the Closing Date, other than any such amendment or modification that was effectuated in accordance with the Loan Documents and is attached as an exhibit to any officer’s or member’s certificate delivered to Lender in connection with this Agreement.
Borrower Organizational Documents. Borrower represents and warrants to Lender that the certificates of formation, articles of organization, limited liability company operating agreement, limited partnership agreement and the other organizational documents, as applicable, of Mortgage Borrower, Mezzanine 1 Borrower, Mezzanine 2 Borrower, Mezzanine 3 Borrower and Borrower (and if any individual Mortgage Borrower is a limited partnership, of its general partner) delivered to Lender in connection with the Restructuring (as defined in the Loan Agreement) have not been amended, modified or revoked since the Closing Date, other than any such amendment or modification that was effectuated in accordance with the Loan Documents and is attached as an exhibit to any officer’s or member’s certificate delivered to Lender in connection with this Agreement.
Borrower Organizational Documents. Borrower has heretofore furnished to Buyer true, complete and correct copies of its certificate of formation and operating agreement (together, the “Borrower Organizational Documents”). Such Borrower Organizational Documents are in full force and effect and none of the Members are in violation in any respect of any of the provisions of such Borrower Organizational Documents.
Borrower Organizational Documents. On or before the date at least ten (10) days prior to the Closing Date, Borrower shall deliver to Lender the following:
(i) Certified copies of its Declaration of Trust and all other agreements or documents relating to its formation as an unincorporated association (the "Trust Agreement"), each to be dated a recent date prior to the Closing Date;
(ii) Copies of any other organizational documents or board of trustee rules or regulations (collectively, the "Bylaws"), certified as of the Closing Date as true, correct and complete by a Trustee Officer;
(iii) Resolutions of Borrower's Board of Trustees approving and authorizing the execution, delivery and performance of this Agreement and the execution, delivery and payment of the Note, certified as of the Closing Date by a Trustee Officer as being in full force and effect without modification or amendment;
(iv) Signature and incumbency certificates of each Trustee Officer executing this Agreement and the Note;
(v) With respect to the Consolidated Partnership and the Unconsolidated Partnership, such charter and partnership documents, authorization documents, and incumbency certificates relating to such entities as Lender may require; and
(vi) Such other documents, instruments, agreements, contracts or other information as Lender may reasonably request.
Borrower Organizational Documents. Borrower represents and warrants to Lender that (i) the certificate of formation and limited liability company agreement of Borrower delivered to Lender in connection with the closing of the Loan have not been amended, modified or revoked since the Closing Date, other than any such amendment or modification to Borrower’s certificate of formation or limited liability company agreement that was effectuated in accordance with the Loan Documents and is attached as an exhibit to the officer’s certificate delivered to Lender in connection with this Agreement (the “Officer’s Certificate”), and (ii) true, correct and complete copies of the certificate of formation and limited liability company agreement of Borrower, in each case, as amended (if applicable), as of the date hereof are attached to the Officer’s Certificate.
