Borrower's Documents Sample Clauses

Borrower's Documents. The Bank shall be under no obligation to return any schedules, invoices, statements, budgets, forecasts, reports or other papers delivered by the Borrower and shall destroy or otherwise dispose of same at such time as the Bank, in its discretion, deems appropriate.

Borrower's Documents. The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or other formation documents, including all amendments thereto, of each Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each such Person as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary, Assistant Secretary or managing member of each Borrower dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws, operating agreement or other governing document of such Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or the managing member or similar governing body of such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Person have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer or other authorized signatory executing any Loan Document or any other document delivered in connection herewith on behalf of such Person; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or managing member, as the case may be, executing the certificate pursuant to (ii) above; and (iv) such other documents as the Administrative Agent, any Lender may reasonably request.

Borrower's Documents. On or before the Effective Date, each of the Borrowers shall deliver or cause to be delivered to the Administrative Agent the following: (i) certified copies of its Organizational Certificates (in form and substance reasonably satisfactory to the Administrative Agent), together with good standing certificates from the applicable Governmental Authority of its jurisdiction of organization, dated a recent date prior to the Effective Date; (ii) copies of its Organizational Documents (in form and substance reasonably satisfactory to the Administrative Agent), certified as of the Effective Date by a duly authorized officer; (iii) copies of its Organizational Authorizations (in form and substance reasonably satisfactory to the Administrative Agent) approving and authorizing the execution, delivery and performance of this Agreement, the other Loan Documents and the other Transaction Documents to which it is a party or by which it or its assets may be bound that are to be delivered on or prior to the Effective Date, certified as of the Effective Date by a duly authorized officer as being in full force and effect without Modification; (iv) incumbency certificates of its officers executing this Agreement and the other Loan Documents and Transaction Documents to which it is a party as of the Effective Date; (v) executed originals of this Agreement and the other Loan Documents to which it is a party that are to be delivered on or prior to the Effective Date; (vi) copies of each other Transaction Document to which it is a party; and (vii) such other documents as the Administrative Agent may reasonably request.

Borrower's Documents. Borrower shall have delivered to Lenders (or to Administrative Agent for Lenders with sufficient executed copies, where appropriate, for each Lender and its counsel) the following with respect to Borrower, each, unless otherwise noted, dated the Closing Date: (i) Copies of its Organizational Documents, certified by the Secretary of State of its jurisdiction of organization if such certification is generally available dated a recent date prior to the Closing Date and in each other case, by its secretary or assistant secretary; (ii) To the extent generally available, a good standing certificate from the Secretary of State of its jurisdiction of organization and a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, each dated a recent date prior to the Closing Date; (iii) Resolutions of LVSI's Board of Directors acting as ultimate managing member of Borrower approving and authorizing the execution, delivery and performance by Borrower of the Loan Documents being executed on the Closing Date to which it is a party, certified as of the Closing Date by LVSI's secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) Signature and incumbency certificates of the officers of LVSI executing the Loan Documents being executed on behalf of Borrower on the Closing Date; (v) Executed originals of the Loan Documents to which it is a party; and (vi) Such other documents as Administrative Agent may reasonably request.

Borrower's Documents. The Borrower agrees to execute and deliver, at -------------------- the Banks' request and expense, such further documentation as the Banks consider necessary or advisable to put into effect any syndication, sale or assignment permitted by this Article 12.

Borrower's Documents. MC 5. Resolution No. 2022-074 adopted August 4, 2022 authorizing the financing; excerpts of minutes.

Borrower's Documents. The Borrower and each Guarantor agrees to execute and deliver, at the Administration Agent's request, such further documentation as the Administration Agent considers necessary or advisable to put into effect any Syndication, Participation, sale or assignment permitted by this Article provided that such further documentation does not adversely modify any of the rights, or increase any of the obligations, of the Borrower or any Guarantor under the Documents.

Borrower's Documents. On or before the Second Amendment Effective Date, Borrowers shall deliver to Agents for Lenders with sufficient originally executed copies, where appropriate, the following, each, unless otherwise noted, dated the Second Amendment Effective Date: 1. A certificate from the corporate secretary or assistant secretary of each Borrower certifying the signature and incumbency of the officers executing this Amendment; and 2. Executed originals of this Amendment.

Borrower's Documents. Lender shall receive a copy of the Governing Documents of Borrower and all amendments thereto, certified as to accuracy and completeness by either an officer of Borrower or by the public official in whose office the same are recorded or filed.

Borrower's Documents. The Borrower shall have executed and/or delivered (or caused to be delivered) to the Administrative Agent each of the following, in form and substance acceptable to the Administrative Agent in its sole discretion: (i) four (4) duly executed original counterparts of this Agreement; (ii) a duly executed original of a Note in favor of each of the Banks; (iii) a copy of the Borrower's Limited Partnership Agreement, as amended to the Closing Date, as certified by the Secretary or Assistant Secretary of the REIT, as general partner of the Borrower; (iv) a certified copy of the Borrower's Certificate of Limited Partnership from the Delaware Secretary of State, dated as of a date no earlier than thirty (30) days prior to the Closing Date; (v) a Certificate of Good Standing for the Borrower from the Delaware Secretary of State, dated as of a date no earlier than thirty (30) days prior to the Closing Date; (vi) a Certificate of Status of a Foreign Limited Partnership from the Secretary of State of each jurisdiction in which Borrower owns a Real Property Asset that is to become a Mortgaged Property upon the Closing Date, dated as of a date no earlier than thirty (30) days prior to the Closing Date; (vii) the partnership resolutions of the Borrower, as certified by the Secretary or Assistant Secretary of the REIT, as general partner of the Borrower (re: authorization to execute and perform the Loan Documents); (viii) Borrower Financial Statements for the most recent Fiscal Year and, if the end of the immediately preceding Fiscal Quarter does not coincide with the end of the most recent Fiscal Year, for the most recent Fiscal Quarter, prepared on a consolidated and consolidating basis, unaudited but certified by the Borrower's chief financial officer or chief accounting officer; and (ix) a fully executed copy of the Advisory Fee Subordination Agreement and Management Fee Subordination Agreement.