Bring Down Certificate (Mortgage Lending) (Corporate Borrower)

Summary

This precedent is a "Bring Down Certificate" for a corporate borrower in a mortgage transaction where the execution of the mortgage agreement does not occur at the same time as the completion of the mortgage and the advance of funds. It brings forward the terms of the "Commitment Letter" so that the lender can hold the borrower to the representations and warranties on the closing date. This precedent contains practical guidance, drafting notes and an optional clause. The principle of any Bring Down Certificate is to ensure that representations and warranties (that is legal promises and descriptions of status) are valid, active, and still correct at the time the transaction closes. The Loan Agreement or Commitment Letter which contained the "Reps and Warranties" may have been signed a long time before the closing or completion date of the transaction. In order to have certainty that those legal promises and status descriptions can still be relied upon, the Bring Down Certificate is used...