Common use of The Borrower Clause in Contracts

The Borrower. (a) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of its constitutional documents. (b) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a board resolution of the Borrower approving the execution, delivery and performance of this Agreement and the terms and conditions thereof and authorising a named person or persons to sign this Agreement and any documents to be delivered by the Borrower pursuant thereto. (c) A certificate of an authorised signatory of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant thereto. (d) A certificate of an authorised signatory of the Borrower confirming that borrowing the Total Commitments would not breach any restriction on its borrowing powers together with a copy of the resolutions of the shareholders adopting such changes to its constitutional documents as are required to allow the Borrower to give such certification (if any). (e) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of the Latest Financial Statements. (f) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of all OFWAT approvals required, if any, in respect of the Borrower’s entry into and performance of this Agreement and the transactions contemplated herein. (g) A certificate of an authorised signatory of the Borrower satisfactory to the Lenders that since the date of the Latest Financial Statements there has been no material adverse change in the business, assets, condition (financial or otherwise) of the Borrower which would materially and adversely affect the performance of the Borrower’s obligations under the Borrower STID and this Agreement. (h) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of its Instrument of Appointment. (i) A solvency certificate in the agreed form, from two Directors of the Borrower. (j) A certificate of an authorised signatory of the Borrower confirming that no Trigger Event, Potential Trigger Event, Acceleration Event or Potential Acceleration Event has occurred and is continuing. (k) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a clearance statement from the Pensions Regulator dated 8 June 2006 in the agreed form.

The Borrower. (a) A copyIf a Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, certified then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Committed Loan Notice or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided that in the case of a failure to timely request a continuation of Loans denominated in an Alternative Currency, such Loans shall be continued as at Eurodollar Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the date last day of this Agreement the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a true Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and up-to-date copy by an authorised signatory of reborrowed in the Borrowerother currency. Notwithstanding anything to the contrary herein, of its constitutional documentsa Swing Line Loan may not be converted to a Eurodollar Rate Loan. (b) A copyFollowing receipt of a Committed Loan Notice, certified the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage under the applicable Facility of the applicable Term Loans, U.S. Revolving Credit Loans or Global Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the relevant Borrower or the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in a currency other than Dollars, in each case as described in the preceding clause. In the case of a Term Borrowing, a U.S. Revolving Credit Borrowing or a Global Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the date Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of this Agreement as a true any Loan denominated in Dollars, and up-to-date copy not later than the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an authorised signatory Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Company or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing denominated in Dollars is given by a Borrower, there are L/C Borrowings outstanding, then the proceeds of a board resolution such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the applicable Borrower approving the execution, delivery and performance of this Agreement and the terms and conditions thereof and authorising a named person or persons to sign this Agreement and any documents to be delivered by the Borrower pursuant theretoas provided above. (c) A certificate Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an authorised signatory Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Borrower setting out Required Lenders, and the names and signatures Required Lenders may demand that any or all of the persons authorised to signthen outstanding Eurodollar Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on behalf the last day of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant then current Interest Period with respect thereto. (d) A certificate of an authorised signatory The Administrative Agent shall promptly notify the Company, the relevant Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Company, the relevant Borrower confirming that borrowing and the Total Commitments would not breach Lenders of any restriction on its borrowing powers together with a copy change in Bank of America’s prime rate used in determining the resolutions Base Rate promptly following the public announcement of the shareholders adopting such changes to its constitutional documents as are required to allow the Borrower to give such certification (if any)change. (e) A copyAfter giving effect to the Term Borrowing, certified all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as at the date of this Agreement as a true and up-to-date copy by an authorised signatory same Type, there shall not be more than four (4) Interest Periods in effect in respect of the BorrowerTerm Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than sixteen (16) Interest Periods in effect in respect of the Latest Financial StatementsRevolving Credit Facility. (f) A copy, certified as at the date of Anything in this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of all OFWAT approvals required, if any, in respect of the Borrower’s entry into and performance of this Agreement and the transactions contemplated herein. (g) A certificate of an authorised signatory of the Borrower satisfactory Section 2.02 to the Lenders that since contrary notwithstanding, no Borrower may select the date of Eurodollar Rate for the Latest Financial Statements there initial Credit Extension unless such Borrower has been no material adverse change in delivered a Eurodollar funding indemnity letter to the business, assets, condition Administrative Agent at least three (financial or otherwise3) of Business Days prior to the Borrower which would materially and adversely affect the performance of the Borrower’s obligations under the Borrower STID and this Agreementinitial Credit Extension. (h) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of its Instrument of Appointment. (i) A solvency certificate in the agreed form, from two Directors of the Borrower. (j) A certificate of an authorised signatory of the Borrower confirming that no Trigger Event, Potential Trigger Event, Acceleration Event or Potential Acceleration Event has occurred and is continuing. (k) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a clearance statement from the Pensions Regulator dated 8 June 2006 in the agreed form.

The Borrower. (a) A copyThe Borrower shall not be obligated to compensate any Lender for the amount of any additional amount pursuant to Section 4.1, certified as at 4.3 or 4.6 ----------- --- --- accruing prior to the date of this Agreement as a true and up-to-which is 90 days before the date copy by an authorised signatory on which such Lender first notifies the Borrower that it intends to claim such compensation; it being understood that the calculation of the Borrower, of its constitutional documents. (b) A copy, certified actual amounts may not be possible within such period and that such Lender may provide such calculation as at the date of this Agreement soon as a true and up-to-date copy by an authorised signatory of reasonably practicable thereafter without affecting or limiting the Borrower's payment obligation thereunder. If any Lender demands compensation pursuant to Section 4.1, of a board resolution of 4.3 or 4.6 with respect to any LIBO Rate Loan, the Borrower approving may, ----------- --- --- at any time upon at least one Business Days prior notice to such Lender through the executionAdministrative Agent, delivery elect to convert such Loan into a Base Rate Loan. Thereafter, unless and performance of this Agreement and until such Lender notifies the terms and conditions thereof and authorising a named person or persons Borrower that the circumstances giving rise to sign this Agreement and such notice no longer apply, all such LIBO Rate Loans by such Lender shall bear interest as Base Rate Loans, notwithstanding any documents to be delivered prior election by the Borrower pursuant thereto. (c) A certificate to the contrary. If such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Borrower may elect that the principal amount of an authorised signatory each such Loan again bear interest as LIBO Rate Loans in accordance with this Agreement, on the first day of the next succeeding Interest Period applicable to the related LIBO Rate Loans of other Lenders. Additionally, the Borrower setting out may, at its option, upon at least five Business Days' prior notice to such Lender, elect to prepay in full, without premium or penalty, such Lender's affected LIBO Rate Loans. If the names and signatures Borrower elects to prepay any Loans pursuant to this Section 4.4, the Borrower ----------- shall pay within ten Business Days after written demand any additional increased costs of such Lender accruing for the period prior to such date of prepayment. If such conversion or prepayment is made on a day other than the last day of the persons authorised current Interest Period for such affected LIBO Rate Loans, such Lender shall be entitled to signmake a request for, on behalf of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant thereto. (d) A certificate of an authorised signatory of the Borrower confirming that borrowing the Total Commitments would not breach any restriction on its borrowing powers together with a copy of the resolutions of the shareholders adopting such changes to its constitutional documents as are required to allow the Borrower to give such certification (if any). (e) A copyshall pay, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of the Latest Financial Statements. (f) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of all OFWAT approvals required, if any, in respect of the Borrower’s entry into and performance of this Agreement and the transactions contemplated herein. (g) A certificate of an authorised signatory of the Borrower satisfactory to the Lenders that since the date of the Latest Financial Statements there has been no material adverse change in the business, assets, condition (financial or otherwise) of the Borrower which would materially and adversely affect the performance of the Borrower’s obligations compensation under the Borrower STID and this Agreement. (h) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of its Instrument of Appointment. (i) A solvency certificate in the agreed form, from two Directors of the Borrower. (j) A certificate of an authorised signatory of the Borrower confirming that no Trigger Event, Potential Trigger Event, Acceleration Event or Potential Acceleration Event has occurred and is continuing. (k) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a clearance statement from the Pensions Regulator dated 8 June 2006 in the agreed form.Section 4.5. -----------

The Borrower. agrees to borrow from the Lender and the Lender agrees to lend the Borrower the aggregate principal amount of Baht 300,000,000.- (Baht Three Hundred Million Only) (hereinafter referred to as the "Principal"), provided that the Borrower shall draw the Principal from the Lender in accordance with the following terms and conditions; (a) the Borrower will draw a portion of the Principal from the Lender in the amount of Baht 200,000,000.- (Baht Two Hundred Million Only) upon the completion of the mortgage registration over the land title deed No. 4789 Tumbon Banlane, Amphur Bangpa-In, Pranakorn Sri Ayudhaya together with the buildings and/or constructions erected and/or to be erected thereon in the future to secure the amount in clause 1(a) plus any accrued interest thereon and to secure the amount which will be provided by short-term loan to be evidenced by promissory notes provided that such amount of short-term loan shall not exceed Baht 100,000,000.- (Baht One Hundred Million Only) plus any interest thereon; and (b) for the remaining portion of the Principal which is the amount of Baht 100,000,000.- (Baht One Hundred Million Only), the Borrower shall draw such amount upon the completion and acceptance by the Lender of the Letter of Guarantee from Pemstar Inc., United States of America, the Borrower's parent company and the paid up capital of the Borrower must be at least Baht 100,000,000.- (Baht One Hundred Million Only) . Provided, always, that, the Borrower shall draw the Principal from the Lender upon the Borrower's submission of the request for drawing and upon the terms and conditions set forth herein, as well as upon the Lender's sole discretion that such request for drawing of the Borrower deemed appropriate and necessary. For such request of drawing, the Borrower shall inform the Lender by virtue of execution and delivery to the Lender a Notice of Drawing in the form of APPENDIX A copy, certified attached hereto which shall be deemed as at an integral part hereof. The Borrower shall completely draw the Principal from the Lender within 1 (one) year from the date of this Agreement (hereinafter referred to as a true and up-to-date copy by an authorised signatory the "Availability Period"). However, if the Borrower fails to comply with the aforesaid condition or fails to draw the Principal in compliance with the Availability Period, or if at any time in the reasonable discretion of the Borrower, Lender there shall exist any situation which indicates that the performance by the Borrower of its constitutional documents. (b) A copy, certified as at the date of obligations under this Agreement as a true and up-to-date copy cannot be expected, the Lender may; by an authorised signatory of notice to the Borrower, of a board resolution ; suspend or cancel the right of the Borrower approving to draw the executionPrincipal. Upon such giving notice, delivery and performance any non-drawing portion of the Principal shall be suspended or cancelled as the case may be. The exercise of any right hereof by the Lender shall not preclude the Lender from exercising the rights under any other provision of this Agreement and the terms and conditions thereof and authorising a named person or persons to sign Agreement. Any prepayment made under this Agreement and any documents to shall be delivered by the Borrower pursuant thereto. (c) A certificate of an authorised signatory of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant thereto. (d) A certificate of an authorised signatory of the Borrower confirming that borrowing the Total Commitments would not breach any restriction on its borrowing powers made together with a copy of the resolutions of the shareholders adopting such changes to its constitutional documents as are required to allow the Borrower to give such certification (if any). (e) A copy, certified as fee at the date rate of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of the Latest Financial Statements. 2% (f) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of all OFWAT approvals required, if any, in respect of the Borrower’s entry into and performance of this Agreement and the transactions contemplated herein. (g) A certificate of an authorised signatory of the Borrower satisfactory to the Lenders that since the date of the Latest Financial Statements there has been no material adverse change in the business, assets, condition (financial or otherwiseTwo Percent) of the amount prepaid. The Borrower which would materially and adversely affect may cancel the performance whole or part of the Borrower’s obligations unutilized commitment under this Agreement by giving the Borrower STID Lender not less than 30 (Thirty) days prior written notice to that effect specifying the date and this Agreement. (h) A copy, certified as the amount of the proposed cancellation. Any amount undrawn at the date of this Agreement as a true and up-to-date copy by an authorised signatory end of the Borrower, of its Instrument of AppointmentAvailability Period shall be deemed cancelled. Any cancellation shall be made together with a 1% (One Percent) flat fee on the amount cancelled. (i) A solvency certificate in the agreed form, from two Directors of the Borrower. (j) A certificate of an authorised signatory of the Borrower confirming that no Trigger Event, Potential Trigger Event, Acceleration Event or Potential Acceleration Event has occurred and is continuing. (k) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a clearance statement from the Pensions Regulator dated 8 June 2006 in the agreed form.

The Borrower. agrees to borrow from the Lender and the Lender agrees to lend the Borrower the aggregate principal amount of Baht 300,000,000.- (Baht Three Hundred Million Only) (hereinafter referred to as the "Principal"), provided that the Borrower shall draw the Principal from the Lender in accordance with the following terms and conditions; (a) the Borrower will draw a portion of the Principal from the Lender in the amount of Baht 200,000,000.-(Baht Two Hundred Million Only) upon the completion of the mortgage registration over the land title deed No. 4789 Tumbon Banlane, Amphur Bangpa-In, Pranakorn Sri Ayudhaya together with the buildings and/or constructions erected and/or to be erected thereon in the future to secure the amount in clause 1(a) plus any accrued interest thereon and to secure the amount which will be provided by short-term loan to be evidenced by promissory notes provided that such amount of short-term loan shall not exceed Baht 100,000,000.-(Baht One Hundred Million Only) plus any interest thereon; and (b) for the remaining portion of the Principal which is the amount of Baht 100,000,000.- (Baht One Hundred Million Only), the Borrower shall draw such amount upon the completion and acceptance by the Lender of the Letter of Guarantee from Pemstar Inc., United States of America, the Borrower's parent company and the paid up capital of the Borrower must be at least Baht 100,000,000.- (Baht One Hundred Million Only) . Provided, always, that, the Borrower shall draw the Principal from the Lender upon the Borrower's submission of the request for drawing and upon the terms and conditions set forth herein, as well as upon the Lender's sole discretion that such request for drawing of the Borrower deemed appropriate and necessary. For such request of drawing, the Borrower shall inform the Lender by virtue of execution and delivery to the Lender a Notice of Drawing in the form of APPENDIX A copy, certified attached hereto which shall be deemed as at an integral part hereof. The Borrower shall completely draw the Principal from the Lender within 1 (one) year from the date of this Agreement (hereinafter referred to as a true and up-to-date copy by an authorised signatory the "Availability Period"). However, if the Borrower fails to comply with the aforesaid condition or fails to draw the Principal in compliance with the Availability Period, or if at any time in the reasonable discretion of the Borrower, Lender there shall exist any situation which indicates that the performance by the Borrower of its constitutional documents. (b) A copy, certified as at the date of obligations under this Agreement as a true and up-to-date copy cannot be expected, the Lender may; by an authorised signatory of notice to the Borrower, of a board resolution ; suspend or cancel the right of the Borrower approving to draw the executionPrincipal. Upon such giving notice, delivery and performance any non-drawing portion of the Principal shall be suspended or cancelled as the case may be. The exercise of any right hereof by the Lender shall not preclude the Lender from exercising the rights under any other provision of this Agreement and the terms and conditions thereof and authorising a named person or persons to sign Agreement. Any prepayment made under this Agreement and any documents to shall be delivered by the Borrower pursuant thereto. (c) A certificate of an authorised signatory of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant thereto. (d) A certificate of an authorised signatory of the Borrower confirming that borrowing the Total Commitments would not breach any restriction on its borrowing powers made together with a copy of the resolutions of the shareholders adopting such changes to its constitutional documents as are required to allow the Borrower to give such certification (if any). (e) A copy, certified as fee at the date rate of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of the Latest Financial Statements. 2% (f) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of all OFWAT approvals required, if any, in respect of the Borrower’s entry into and performance of this Agreement and the transactions contemplated herein. (g) A certificate of an authorised signatory of the Borrower satisfactory to the Lenders that since the date of the Latest Financial Statements there has been no material adverse change in the business, assets, condition (financial or otherwiseTwo Percent) of the amount prepaid. The Borrower which would materially and adversely affect may cancel the performance whole or part of the Borrower’s obligations unutilized commitment under this Agreement by giving the Borrower STID Lender not less than 30 (Thirty) days prior written notice to that effect specifying the date and this Agreement. (h) A copy, certified as the amount of the proposed cancellation. Any amount undrawn at the date of this Agreement as a true and up-to-date copy by an authorised signatory end of the Borrower, of its Instrument of AppointmentAvailability Period shall be deemed cancelled. Any cancellation shall be made together with a 1% (One Percent) flat fee on the amount cancelled. (i) A solvency certificate in the agreed form, from two Directors of the Borrower. (j) A certificate of an authorised signatory of the Borrower confirming that no Trigger Event, Potential Trigger Event, Acceleration Event or Potential Acceleration Event has occurred and is continuing. (k) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a clearance statement from the Pensions Regulator dated 8 June 2006 in the agreed form.

The Borrower. The borrower is Cupertino Hotel Associates, LLC, a California limited liability company whose managing member is Cupertino Hotel Management, LLC, an entity controlled by ▇▇▇▇▇ ▇▇▇. The borrower is a single purpose entity whose organizational documents do not permit it to engage in any business unrelated to the mortgaged property, or to have any assets other than the mortgaged property or any indebtedness (asubject to limited exceptions such as trade payables incurred in the ordinary course of business) other than the mortgage loan. In connection with the closing of the mortgage loan, the lender received an opinion from ▇▇▇▇▇▇▇▇'s counsel to the effect that, among other things, the assets of the borrower would not be consolidated with the assets of any party having a controlling interest in the borrower in the event of a bankruptcy or insolvency of that party. ------------------------------------------------------------------------------- THIS INFORMATION SHOULD BE CONSIDERED ONLY AFTER READING THE UNDERWRITERS' STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES, AND OTHER INFORMATION ("THE STATEMENT") WHICH SHOULD BE ATTACHED. DO NOT USE OR RELY ON THIS INFORMATION IF YOU HAVE NOT RECEIVED AND REVIEWED THE STATEMENT. YOU MAY OBTAIN A copy, certified COPY OF THE STATEMENT FROM YOUR SALES REPRESENTATIVE. The Underwriters make no representations as at to the accuracy or completeness of the information contained herein. The information contained herein is qualified in its entirety by the information in the Prospectus and Prospectus Supplement for this transaction. The information contained herein is preliminary as of the date hereof and will be superseded by the applicable final Prospectus and Prospectus Supplement and any other information subsequently filed with the Securities and Exchange Commission. These materials are subject to change, completion, or amendment from time to time without notice, and the Underwriters are under no obligation to keep you advised of this Agreement such changes. These materials are not intended as a true an offer or solicitation with respect to the purchase or sale of any security. Any investment decision with respect to the securities should be made by you based upon the information contained in the final Prospectus Supplement and up-to-date copy by an authorised signatory of Prospectus relating to the Borrowersecurities. You should consult your own counsel, of its constitutional documents. (b) A copyaccountant, certified and other advisors as at to the date of this Agreement as a true legal, tax, business, financial and up-to-date copy by an authorised signatory of the Borrower, related aspects of a board resolution purchase of these securities. ------------------------------------------------------------------------------- BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. 2000-WF2 ------------------------------------------------------------------------------- 47 MANAGEMENT The mortgaged property is managed by ▇▇▇▇ ▇. ▇▇▇▇ & Associates, which is unaffiliated with the Borrower approving the execution, delivery and performance of this Agreement and the terms and conditions thereof and authorising a named person or persons to sign this Agreement and any documents to be delivered by the Borrower pursuant theretoborrower. (c) A certificate of an authorised signatory of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, this Agreement and any documents to be delivered by the Borrower pursuant thereto. (d) A certificate of an authorised signatory of the Borrower confirming that borrowing the Total Commitments would not breach any restriction on its borrowing powers together with a copy of the resolutions of the shareholders adopting such changes to its constitutional documents as are required to allow the Borrower to give such certification (if any). (e) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of the Latest Financial Statements. (f) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of all OFWAT approvals required, if any, in respect of the Borrower’s entry into and performance of this Agreement and the transactions contemplated herein. (g) A certificate of an authorised signatory of the Borrower satisfactory to the Lenders that since the date of the Latest Financial Statements there has been no material adverse change in the business, assets, condition (financial or otherwise) of the Borrower which would materially and adversely affect the performance of the Borrower’s obligations under the Borrower STID and this Agreement. (h) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of its Instrument of Appointment. (i) A solvency certificate in the agreed form, from two Directors of the Borrower. (j) A certificate of an authorised signatory of the Borrower confirming that no Trigger Event, Potential Trigger Event, Acceleration Event or Potential Acceleration Event has occurred and is continuing. (k) A copy, certified as at the date of this Agreement as a true and up-to-date copy by an authorised signatory of the Borrower, of a clearance statement from the Pensions Regulator dated 8 June 2006 in the agreed form.