Officer’s Certificate of Borrower. (i) Together with each delivery of any Financial Statement pursuant to Sections 5.01(a) and (b), an Officer's Certificate of the REIT stating that (A) the executive officer who is the signatory thereto, which officer shall be the chief executive officer or the chief financial officer of the REIT, has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT, the Subsidiaries, and the Agreement Parties, during the accounting period covered by such Financial Statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action has been taken, is being taken and is proposed to be taken with respect thereto and (B) such Financial Statements have been prepared in accordance with the books and records of the REIT, on a consolidated basis, and fairly present the financial condition of the REIT, on a consolidated basis at the date thereof (and, if applicable subject to normal year-end adjustments) and the results of operations and cash flows, on a consolidated basis, for the period then ended; and (
Officer’s Certificate of Borrower dated as of the Closing Date, stating that its representations and warranties in this Agreement are true and correct as of the Closing Date (or, to the extent that any such representation and warranty expressly relates to an earlier date, true and correct as of such earlier date) and that no Default or Event of Default exists as of such date;
Officer’s Certificate of Borrower. Accuracy of representations and warranties
Officer’s Certificate of Borrower. (i) Together with each delivery of any --------------------------------- Borrowing Base Property Statement or Financial Statement pursuant to clauses ------- 6.1(b) or (c) and, an Officer's Certificate of the REIT, stating that the ------------- executive officer who is the signatory thereto (which officer shall be the chief executive officer, the chief operating officer or the chief financial officer of the REIT) has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other principal Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT and each Pledgor Subpartnership, during the accounting period covered by such Borrowing Base Property Statements or Financial Statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action has been taken, is being taken and is proposed to be taken with respect thereto; and (ii) together with each delivery pursuant to clauses 6.1(b) -------------- and 6.1(c), a Compliance Certificate demonstrating in reasonable detail (which ------ detail shall include actual calculation and supporting information) compliance during and at the end of such accounting periods with the financial covenants contained in Section 8.5 and Article 9. ----------- ---------
Officer’s Certificate of Borrower. A certificate of an authorized officer of Borrower averring to the fact that the Borrower has not amended its Articles of Incorporation or Bylaws in any material respect since September 30, 2000, and further averring to the accuracy of the representation and warranties of the Borrower contained in ARTICLE 5 below.
Officer’s Certificate of Borrower. The Bank shall have received a certificate from a Responsible Officer, in form and substance satisfactory to the Bank, to the effect that all representations and warranties of Borrower contained in this Agreement and the other Financing Documents are true, correct and complete; that Borrower is not in violation of any of the covenants contained in this Agreement and the other Financing Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; that Borrower has satisfied each of the closing conditions; and that the Borrower has elected to be regulated as a Business Development Company (as defined under Section 2(a)(48) of the Investment Company Act of 1940, as amended).
Officer’s Certificate of Borrower. The Agent shall have received a certificate from the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Agent, to the effect that all representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true, correct and complete; that the Borrower is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrower has satisfied each of the closing conditions.
Officer’s Certificate of Borrower. (i) Together with each delivery of any Financial Statement pursuant to Sections 6.1.2 and 6.1.3, (A) an Officer's Certificate of the REIT, stating that the executive officer who is the signatory thereto (which officer shall be the chief executive officer, the chief operating officer or the chief financial officer of the REIT) has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other principal Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT and each UPP Subpartnership, during the accounting period covered by such Financial Statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action has been taken, is being taken and is proposed to be taken with respect thereto; and (B) a Compliance Certificate demonstrating in reasonable detail (which detail shall include actual calculation and supporting information) compliance during and at the end of such accounting periods with the covenant contained in Section 8.5 and each of the financial covenants contained in Article IX.
Officer’s Certificate of Borrower. (i) Together with each delivery of any Financial Statement pursuant to Sections 6.1.2 and 6.1.3, (A) an Officer's Certificate of the REIT, stating that the executive officer who is the signatory thereto (which officer shall be the chief executive officer, the chief operating officer or the chief financial officer of the REIT) has reviewed, or caused under his supervision to be reviewed, the terms of this Agreement and the other principal Loan Documents, and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and condition of Borrower, the REIT and each UPP Subpartnership, during the accounting period covered by such Financial Statements, and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officer's Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action
Officer’s Certificate of Borrower. A certificate of an Authorized Officer of the Borrower, dated as of the Initial Funding Date, to the effect that, in the case of each Collateral Obligation pledged to the Collateral Agent for inclusion in the Collateral on the Initial Funding Date and immediately prior to the Delivery thereof on the Initial Funding Date:
(i) the Borrower has good and marketable title to such Collateral Obligation free and clear of any liens, claims, encumbrances or defects of any nature whatsoever except (1) for those which are being released on the Initial Funding Date or (2) for those encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on such Collateral Obligation prior to the Initial Funding Date and owed by the Borrower to the seller of such Collateral Obligation;
(ii) the Borrower has acquired its ownership in such Collateral Obligation in good faith without notice of any adverse claim, except as described in paragraph (i) above;
(iii) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral Obligation (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Agreement and the other Transaction Documents;
(iv) the Borrower has full right to Grant a security interest in and assign and pledge such Collateral Obligation to the Collateral Agent;
(v) the information set forth with respect to such Collateral Obligation in Appendix C-2 is correct; and
(vi) upon Grant by the Borrower and the taking of the relevant actions contemplated by the Transaction Documents, the Collateral Agent has a perfected security interest in the Collateral that is of first priority, free of any adverse claim or the legal equivalent thereof.
