Common use of Borrower and Guarantor Clause in Contracts

Borrower and Guarantor. (a) Certified copies of the constitutional documents of the relevant company; (b) Certificate of Incorporation, extract from the relevant Company Registry and/or updated Certificate of Good Standing; (c) A certified copy of a resolution of the board of directors, and if required by the Agent shareholders resolutions, of the relevant company: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. (d) A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if not evidenced by the passport copy; (e) An original Power of Attorney (notarised and legalised if requested by the Agent); (f) Evidence of the shareholder structure of the Borrower and the 10 largest shareholders of the Guarantor based on latest publicly available filings; and (g) A certificate of an authorised signatory of the relevant company setting out the name of the Directors of the relevant Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

Borrower and Guarantor. (a) Certified copies A copy of the constitutional documents up-to-date co-ordinated articles of association of the relevant company;Borrower. (b) Certificate A copy of Incorporation, extract from the relevant Company Registry and/or updated Certificate certificate of Good Standing;incorporation of the Guarantor certified a true copy by the Secretary of State of New York on or about the date hereof. (c) A certified copy of the by-laws of the Guarantor. (d) A certificate of good standing in relation to the Guarantor issued by the Secretary of State of the State of New York on or about the date hereof. (e) A copy of a resolution signed by the authorised manager(s) of the Borrower or a copy of the minutes of a meeting of the board of managers of the Borrower: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and (iv) confirming that the entry into and performance of the transactions contemplated by the Finance Documents to which it is a party is in its best corporate interest. (f) A copy of a resolution of the board of directors, and if required by the Agent shareholders resolutions, directors of the relevant companyGuarantor: (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; (ii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party (g) A solvency certificate signed by an authorised signatory of the Borrower. (dh) A copy of the passports of any Director of the relevant company and of each other person signing any Finance Documents, and specimen of the signature of such persons if not evidenced each person authorised by the passport copy; resolution referred to in paragraphs (e) An original Power of Attorney (notarised and legalised if requested by the Agent); (f) Evidence of the shareholder structure above. (i) A certificate of the Borrower and (signed by an authorised signatory) confirming that borrowing the 10 largest shareholders Total Commitments would not cause any borrowing or similar limit binding on the Borrower to be exceeded. (j) A certificate of the Guarantors (signed by an authorised signatory) confirming that guaranteeing the Total Commitments would not cause any guarantee or similar limit binding on the Guarantor based on latest publicly available filings; andto be exceeded. (gk) A certificate of an authorised signatory of the relevant company setting out the name each of the Directors of Borrower and the relevant Obligor Guarantor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.