Officer’s Certificate

Summary

This Officer’s Certificate is used by the borrower group to satisfy a condition precedent to close a loan transaction. This template includes practical guidance, drafting notes, and optional and alternate clauses. Delivery of an officer’s certificate confirms that an officer of the borrower has reviewed all matters and documents with respect to the underlying transaction and provides assurance to the administrative agent and lenders that the statements and undertakings of the borrower contained in the credit agreement are accurate and achievable. Officer’s certificates also cover other deal-specific matters that the administrative agent and lenders may request in order to gain additional comfort with the transaction before proceeding; however these are subject to negotiation depending on the borrower’s comfort level with making any such requested certification. Officer’s certificates will generally include a confirmation that, as of the date of the certificate, all representations and warranties set forth in the credit agreement and other the loan documents are true and correct and that no default or event of default has occurred or is continuing. It is also fairly common to require an officer’s certificate to confirm that certain other conditions precedent to the occurrence of a transaction have been satisfied, typically including receipt of all required third party consents for the underlying transaction, the absence of pending material litigation and that there has been no material adverse change in the business or financial condition of the borrower. This template assumes that there is a single borrower, but it should be modified to conform to your specific transaction. Note that, to the extent necessary, the defined terms in this template should be replaced with the appropriate defined terms contained in the applicable credit agreement. Each credit agreement will also specify other situations where delivery of an officer’s certificate is required, often including in connection with certain material transactions, certain amendments to the loan documentation (including the incurrence of incremental loans) or the delivery of financial statements. • Closing Process Fundamentals and Deliverables • Closing Process Resource Kit