Signed certificate

The signature block on a borrowing base certificate is not a formality like signing for a package. It converts a schedule of numbers into a representation under the credit agreement. While the exact language varies, most agreements have the signing officer certify three things: that the information in the certificate is true and correct, commonly in all material respects; that the calculations were performed in accordance with the agreement's definitions, its eligibility criteria and reserve formulas, not the company's internal conventions; and that no default or event of default exists, or if one does, what it is and what is being done about it.

That third item makes every certificate a compliance checkpoint, not just a collateral count. An officer signing while a covenant is quietly in breach is misstating the certificate even if every receivables number is perfect.

Most agreements require a responsible or authorized officer, typically the CFO, treasurer, or controller, named or defined in the agreement. The officer signs on the company's behalf, but the personal dimension is real: this person is stating that the numbers are right, usually based on work performed several layers below them. A CFO signing a certificate built from a workbook they have never opened, fed by an extract they have never seen, is attesting on faith.

Consequences of a misstatement run through the agreement. In most agreements an incorrect certificate is a breach of representation, which can become an event of default, and a certificate that overstated the base typically obligates the borrower to repay the resulting overadvance. Deliberate overstatement is a different category altogether and can move the matter beyond contract law. The practical consequence arrives faster than the legal one: a lender that catches a misstatement stops trusting the borrower's numbers, and everything gets harder, pricing, reserves, exam frequency, amendment requests.

Once signed and delivered, a certificate is a fact. If a $2,100,000 overstatement is found afterward, the borrower is restating a representation and possibly repaying an overadvance, a conversation that starts from apology. If the same error is found an hour before signature, it is a correction, a conversation that never happens. Everything about the certificate process should be designed to move error discovery to the left of the signature.

That is hard when the certificate is a spreadsheet summary of other spreadsheets, because the reviewer can check the arithmetic but not the lineage. Olycor gives the signing officer a certificate where every line opens into its derivation: which invoices, which rules, which rule version, which source files, plus a comparison against the prior period that explains each movement. The officer signs having actually seen what they are attesting to, which is how signing was always supposed to work.