Omnibus Secretary’s Certificate


This form omnibus secretary’s certificate is often required as a condition precedent to the closing of a financing transaction. This form includes practical guidance and drafting notes.A secretary’s certificate is delivered by a borrower to its lenders to confirm that each loan party exists in good standing and is duly authorized to enter into the transaction and attaches relevant supporting documentation. Unlike a traditional secretary’s certificate, which covers a single loan party, an omnibus certificate consolidates information covering multiple loan parties into one certificate. This is more practical when the same individuals serve as officers for all covered entities, but can become cumbersome if there is a great deal of variance in the officers and corporate forms of the covered entities.Conform the capitalized terms to the defined terms in the relevant credit agreement.• Certificates, Schedules, Legal Opinions, and Other Closing Deliverables• Closing Process Resource Kit