DIRECTOR’S CERTIFICATE

of

ACCOUNT_JOB_COMPANY

ACCOUNT_COMPANY_REG_NO

(“Company”)

To: LENDER

Date: 22 November 2024

This Certificate relates to the AGREEMENT dated AGREEMENT_DATE  (the “Agreement”).  Terms defined in the Agreement have the same meaning when used in this Certificate.

I, DIRECTOR, being a director of the Company hereby makes the following certifications and confirmations for and on behalf of the Company as follows:

1. I am authorised to give this Certificate.

2. Constitutional Documents: Delivered with this Certificate are true, complete and up-to-date copies of:

a. [the Memorandum and Articles of Association;] 

b. [Certificate of Incorporation;] 

c. [Certificate of Change of Name;]  

d. [Business Registration Certificate;] and 

e. [Annual Return,]

each of which was in full force and effect and has not been amended or superseded when the Company signed the Agreement and as at the date of this Certificate.

3. Board Resolutions: Delivered with this Certificate is a true and complete copy of the written resolutions of the board of directors of the Company dated RESOLUTIONS_DATE (“Resolutions”).  Each of those Resolutions remains correct, complete and in full force and effective and has not been waived, amended, modified or terminated.  The Resolutions 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 and the signing and despatch of any documents and notices (including, if relevant, any Utilisation Request and Selection Notice) or other communications and/or taking of any other action required under or in connection with the Finance Documents on behalf of the Company.

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