This is a Precedent director’s certificate for use by the borrower of a bilateral facility. .

What is a director’s certificate?

Delivery of an original director's certificate is usually one of the conditions precedent in a facility agreement. Conditions precedent are the conditions that need to be fulfilled for funding to occur. They are included to provide the lender with a mechanism to ensure that, before funds are lent to the borrower:

1. •

   certain documentary matters are dealt with, and

2. •

   certain factual circumstances exist

Documentary conditions precedent

The documentary conditions precedent to lending are usually listed in a schedule to the facility agreement. ).

As well as an original director’s certificate, documentary conditions precedent typically include certified copies of certain documents such as:

1. •

   the constitutional documents and register of members and register of directors of the borrower, any guarantor and any party providing security for the transaction (a third-party security provider)

2. •

   the board resolutions of the borrower, any guarantor and any third-party security provider

3. •

   any official consents which may be required, for example exchange controls, and

4. •

   the