Common use of Responsible Officer Certificate Clause in Contracts

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. A certificate from a Responsible Officer of the Initial Borrowereach Borrower Party, (x) stating that: (iA) to the knowledge of the Borrower all of the representations and warranties contained in Section 8 hereof and the other Loan Documents made by such Initial Borrower Party are true and correct in all material respects as of such date date; and (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); (iiB) no event has occurred and is continuing, or would result from the BorrowingCredit Extension, which constitutes an Event of Default or or, to its knowledge, a Potential Default; (iiiC) there have been no changes in the business, assets, operations or condition (financial condition or otherwise) of such Initial the Borrower, Adviser or the Borrower and its Subsidiaries taken as a whole, or any Borrowing Base Investor, whole or in the facts and information regarding such entities represented to the Administrative Agent to date, which, in each case or in the aggregate, which could reasonably be expected to result in a Material Adverse Effect; and (ivD) there is no pending or threatened action, suit, investigation or proceeding, in each casepending or, to such Borrower Party’s knowledge, threatened, in any court or before any arbitrator or Governmental Government Authority that purports to materially and adversely affect the financial condition Borrower or any of such Initial Borrowerits Subsidiaries, or the Adviser or any material transaction contemplated hereby or or, to such Borrower Party’s knowledge, that would could have a Material Adverse Effect on the financial condition Borrower or any of such Initial Borrowerits Subsidiaries, or the Adviser or any material transaction contemplated hereby or on the ability of such Initial the Borrower or the Adviser 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. A certificate from a Responsible Officer of the Initial Borrowereach Borrower Party, (x) stating that: (iA) all of the representations and warranties contained in Section 8 hereof and the other Loan Documents made by such Initial Borrower Party are true and correct in all material respects as of such date date; and (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); (iiB) no event has occurred and is continuing, or would result from the BorrowingCredit Extension, which constitutes an Event of Default or or, to its knowledge, a Potential Default; (iiiC) there have been no changes in the business, assets, operations or condition (financial condition or otherwise) of such Initial the Borrower, Adviser or the Borrower and its Subsidiaries taken as a whole, or any Borrowing Base Investor, whole or in the facts and information regarding such entities represented to the Administrative Agent to date, which, in each case or in the aggregate, which could reasonably be expected to result in a Material Adverse Effect; (ivD) there is no pending or threatened action, suit, investigation or proceeding, in each casepending or, to such Borrower Party’s knowledge, threatened, in any court or before any arbitrator or Governmental Government Authority that purports to materially and adversely affect the financial condition Borrower or any of such Initial Borrowerits Subsidiaries, or the Adviser or any material transaction contemplated hereby or or, to such Borrower Party’s knowledge, that would could have a Material Adverse Effect on the financial condition Borrower or any of such Initial Borrowerits Subsidiaries, or the Adviser or any material transaction contemplated hereby or on the ability of such Initial the Borrower or the Adviser to perform its material obligations under any of the Loan Documents; and (vE) such Initial the Borrower and its Subsidiaries are all in compliance with its their existing financial obligations; payment obligations to their lenders and (y) attaching thereto the Side Letter Certificatefinanciers;

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 the 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 the Borrower and its Subsidiaries taken as a whole, or any Borrowing Base Included 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 the Borrower, or any material transaction contemplated hereby or that would have a Material Adverse Effect on the financial condition of such Initial the Borrower, or any material transaction contemplated hereby or on the ability of such Initial the Borrower to perform its material obligations under any of the Loan Documents; and (v) such Initial the Borrower and its Subsidiaries are all in compliance with its existing financial obligations; and (y) attaching thereto the Side Letter Certificate;.