Director's certificate to the lender confirming constitutional documents provided, resolutions and authorised signatories. This Certificate relates to the specified agreement (the “Agreement”). Terms defined in the Agreement have the same meaning when used in this Certificate. The Director makes the following certifications and confirmations for and on behalf of the Company, being: their authorisation to give this certificate, constitutional documents (memorandum and articles of association, certificate of incorporation, certificate of change of name, business registration certificate and annual return), board resolutions (a true and complete copy of the written resolutions of the board of directors of the Company, have not been waived or modified, and constitute all corporate actions necessary on the part of the Company to approve the terms of, and the transactions contemplated by, the Finance Documents to which the Company is a party and to authorise the execution, delivery and performance of the Finance Documents); authorised signatories, borrowings arrangement (confirm that borrowing, or guaranteeing, as appropriate, the Total Commitments under the Agreement would not cause any borrowing, guaranteeing or similar limit binding on the Company to be exceeded) and other documents (All other documents relating to the Company, specified in Schedule 2 of the Agreement and delivered together with this Certificate, is correct, complete and in full force and effect and have not been waived, amended, modified or terminated).
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