Responsible Officer Certificate. A signed certificate from a Responsible Officer of Seller certifying: (i) that no amendments have been made to the organizational documents of Seller since January 26, 2018, unless otherwise stated therein; and (ii) the authority of Seller to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this Amendment.
Responsible Officer Certificate. A certificate from a Responsible Officer of each Borrower Party, in form and substance satisfactory to Administrative Agent in its reasonable discretion: (A) stating that all of the representations and warranties contained in Section 8 and the other Loan Documents made by such Borrower Party are true and correct in all material respects as of such date; and (B) stating that no event has occurred and is continuing, or would result from the Credit Extension, which constitutes an Event of Default or, to its knowledge, a Default;
Responsible Officer Certificate. Prior to the funding of the Loans, the Administrative Agent shall have received the certificate required by Section 7.03(j), together with such additional financial information as shall be reasonably requested by the Administrative Agent.
Responsible Officer Certificate. A certificate from a Responsible Officer of the Initial Borrower, (x) stating that: (i) all of the representations and warranties contained in Section 8 hereof and the other Loan Documents made by such Initial Borrower are true and correct in all material respects as of such date (without duplication of the qualification effected by the phrase “in all material respects” or “in any material respect” or similar phrases in respect of such representations and warranties); (ii) no event has occurred and is continuing, or would result from the Borrowing, which constitutes an Event of Default or a Potential Default; (iii) there have been no changes in the financial condition of such Initial Borrower and its Subsidiaries taken as a whole, or any Borrowing Base Investor, or in the facts and information regarding such entities represented to the Administrative Agent to date, which, in each case or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (iv) there is no pending or threatened action, suit, investigation or proceeding, in each case, in any court or before any arbitrator or Governmental Authority that purports to materially and adversely affect the financial condition of such Initial Borrower, or any material transaction contemplated hereby or that would have a Material Adverse Effect on the financial condition of such Initial Borrower, or any material transaction contemplated hereby or on the ability of such Initial Borrower to perform its material obligations under any of the Loan Documents; and (v) such Initial Borrower and its Subsidiaries are all in compliance with its existing financial obligations; and (y) attaching thereto the Side Letter Certificate;
Responsible Officer Certificate. Lender must receive a certificate, signed by a Responsible Officer of Borrower (and, at Lender’s option, also signed by Borrower’s project architect or engineer if the cost of a single Reserve Item or the aggregate amount of the Request exceeds $25,000), which certifies that:
(i) All information stated in the Request is true and correct in all material respects, each attachment to the Request is correct and complete, and if the attachment is a copy of the original, that it is a true and an accurate reproduction of the original;
(ii) Each of the Reserve Items or Note B Advance items to be funded in connection with the Request was performed in a good and workmanlike manner and in accordance with all Requirements of Law, and has been paid in full by Borrower (for the portion for which disbursement is sought in the case of disbursements authorized in accordance with Section 5.01(b) hereof);
(iii) The Leasing Commission has been fully and unconditionally earned and paid in full by Borrower (for the portion for which disbursement is sought in the case of disbursements authorized in accordance with Section 5.01(b) hereof), if the Reserve Item to be funded is a Leasing Commission;
(iv) Subject to Section 5.03, each party that supplied materials, labor or services has been paid in full (for the portion for which disbursement is sought in the case of disbursements authorized in accordance with Section 5.01(b) hereof); and
(v) In the case of disbursements authorized in accordance with Section 5.01(b) hereof, the materials for which the request are made are on-site at the Property and properly secured or have been installed in the Property.
Responsible Officer Certificate. A signed certificate from a Responsible Officer of Guarantor certifying: (i) that no amendments have been made to the organizational documents of Guarantor since January 26, 2018, unless otherwise stated therein; and (ii) the authority of Guarantor to execute and deliver this Amendment and the other Transaction Documents to be executed and delivered in connection with this Amendment.
Responsible Officer Certificate. Receipt by the Administrative Agent and the Lenders of a certificate of a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Required Lenders, certifying compliance with the conditions precedent set forth in Sections 4.01(o), (s), (t) and (u).
Responsible Officer Certificate. Lender must receive a certificate, signed by a Responsible Officer of Borrower (and, at Lender’s option, also signed by Borrower’s project architect or engineer if the cost of a single Reserve Item or the aggregate amount of the Disbursement Request exceeds $500,000), which certifies that:
(i) All information stated in the Disbursement Request is true and correct in all material respects, each attachment to the Disbursement Request is correct and complete, and if the attachment is a copy of the original, that it is a true and an accurate reproduction of the original;
(ii) Each of the Reserve Items to be funded in connection with the Disbursement Request was performed in a good and workmanlike manner and in accordance with all Requirements of Law and has been or will be paid in full by Borrower;
(iii) Subject to Section 5.03, each party that supplied materials, labor or services has been or will be paid in full (for the portion for which disbursement is sought in the case of disbursements authorized in accordance with Section 5.01(b) hereof); and
(iv) In the case of disbursements authorized in accordance with Section 5.01(b) hereof, the materials for which the request are made are on-site at the Property and properly secured or have been installed in the Property.
Responsible Officer Certificate. A certificate from a Responsible Officer of the Initial Borrower, substantially in the form of Exhibit M attached hereto;
Responsible Officer Certificate. A certificate from a Responsible Officer of each Borrower Party, stating that: (i) all of the representations and warranties contained in Section 7 and the other Loan Documents made by such Borrower Party are true and correct in all material respects as of such date, except to the extent that such representations and warranties specifically refer to any earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (ii) no event has occurred and is continuing, or would result from the Credit Extension, which constitutes an Event of Default or, to his/her knowledge, a Default;
