Common use of Conditions to Loan Clause in Contracts

Conditions to Loan. The obligation of the Lenders to make the Loans hereunder is subject to satisfaction of the following conditions precedent on the Closing Date (or the waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of such Loan Party to enter into this Agreement and the other Loan Documents to which it is a party (including approvals by the board of directors or similar governing body of such Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) certified copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization and each jurisdiction where if not obtained would reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) Xxxxxxxx Xxxxxxx LLP, counsel for the Borrower, addressed to the Administrative Agent and each Lender, as to the absence of a conflict with Material Indebtedness of the Loan Parties and such other customary matters as the Administrative Agent may reasonably request, (C) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (D) Xxxxxxx Xxxxxxxxx & Xxxxxxx, P.S.C., Puerto Rican counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request and (E) local counsel to the Loan Parties in the Canadian provinces and territories in which the Loan Parties maintain any tangible personal property, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) all Uniform Commercial Code and PPSA and PRUCC financing statements required by law to create or perfect the Liens intended to be created under the Security Documents, in a form ready for filing; (viii) the Security Documents set forth on Schedule 4.01(a)(viii) hereto, each duly executed by the applicable Loan Parties; (ix) all other Loan Documents set forth on Schedule 4.01(a)(ix) hereto, each duly executed by the applicable Loan Parties; (x) a certificate signed by a Responsible Officer of the Borrower confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; and (xi) results of UCC, PPSA, Bank Act (Canada), Bankruptcy and Insolvency Act (Canada), tax lien and judgment searches, intellectual property searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and other Liens permitted under Section 7.02 and Liens for which termination statements and releases or estoppel letters are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases or estoppel letters have been made; (xii) the financial statements set forth in Section 5.04; (xiii) certificates (if any) representing the shares of Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank; (xiv) insurance certificates satisfying the requirements of Section 6.06; and (xv) such other items, documents, instruments or agreements as may be reasonably required by the Administrative Agent. (b) The Administrative Agent shall have received an amendment and restatement of the Existing Revolving Credit Facility in form and substance reasonably acceptable to the Administrative Agent and the Intercreditor Agreement shall have been executed and in full force and effect in form and substance reasonably satisfactory to the Administrative Agent. (c) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower, threatened that (i) would reasonably be expected to (A) have a Material Adverse Effect, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (d) The Administrative Agent shall have received copies of all documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Borrower shall have issued the Warrants to the Administrative Agent (in its capacity as the initial warrant holder under the Warrant Agreement). (e) The board of directors of the Borrower shall have granted all necessary approvals under the Borrower’s Organization Documents and the Delaware General Corporation Law with respect to the issuance and exercise of the Warrants, subject to any required stockholder approval. (f) Two vacancies on the board of directors of the Borrower shall have been filled by nominees of Z Investment Holdings, LLC in its capacity as initial warrant holder under the Warrant Agreement. (g) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (h) All fees and expenses required to be paid by the Borrower to the Administrative Agent on or before the Closing Date shall have been paid in full, and all expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (i) The Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in order to conduct any legally-required background checks and other investigations to ensure compliance with the Patriot Act, the Proceeds of Crime Act and anti-money laundering laws. (j) The representations and warranties of the Borrower contained in Article V hereof and the representations and warranties contained in any other Loan Document shall be true and correct in all material respects on and as of the Closing Date and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (k) No Default shall exist on the Closing Date, and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (l) No Loan Party shall be a party to any binding agreement to dispose of Collateral having a fair market value in excess of $5,000,000 outside of the ordinary course of business.

Conditions to Loan. The obligation Notwithstanding any other provision of ------------------ this Agreement and without affecting in any manner the rights of the Lenders Agent or any Lender hereunder, Borrowers shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and no Lender shall be obligated to make the Loans hereunder is subject to satisfaction of the following conditions precedent on the Closing Date (or the waiver thereof in accordance with Section 10.01):any Loan hereunder, unless: (a) The Administrative Agent’s receipt Each of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable): (i) executed counterparts of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of such Loan Party to enter into this Agreement and the other Loan Documents to which it is a party (including approvals by the board of directors or similar governing body of such Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) certified copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization and each jurisdiction where if not obtained would reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) Xxxxxxxx Xxxxxxx LLP, counsel for the Borrower, addressed to the Administrative Agent and each Lender, as to the absence of a conflict with Material Indebtedness of the Loan Parties and such other customary matters as the Administrative Agent may reasonably request, (C) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (D) Xxxxxxx Xxxxxxxxx & Xxxxxxx, P.S.C., Puerto Rican counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request and (E) local counsel to the Loan Parties in the Canadian provinces and territories in which the Loan Parties maintain any tangible personal property, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) all Uniform Commercial Code and PPSA and PRUCC financing statements required by law to create or perfect the Liens intended to be created under the Security Documents, in a form ready for filing; (viii) the Security Documents set forth on Schedule 4.01(a)(viii) hereto, each duly executed by the applicable Loan Parties; (ix) all other Loan Documents set forth on Schedule 4.01(a)(ix) hereto, each duly executed by the applicable Loan Parties; (x) a certificate signed by a Responsible Officer of the Borrower confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded; and (xi) results of UCC, PPSA, Bank Act (Canada), Bankruptcy and Insolvency Act (Canada), tax lien and judgment searches, intellectual property searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably close to the Closing Date) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and other Liens permitted under Section 7.02 and Liens for which termination statements and releases or estoppel letters are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of such termination statements and releases or estoppel letters have been made; (xii) the financial statements set forth in Section 5.04; (xiii) certificates (if any) representing the shares of Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank; (xiv) insurance certificates satisfying the requirements of Section 6.06; and (xv) such other items, documents, instruments or agreements as may be reasonably required by the Administrative Agent. (b) The Administrative Agent shall have received an amendment and restatement of the Existing Revolving Credit Facility in form and substance reasonably acceptable to the Administrative Agent and the Intercreditor Agreement shall have been executed and in full force and effect in form and substance reasonably satisfactory to the Administrative Agent. (c) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge of the Borrower, threatened that (i) would reasonably be expected to (A) have a Material Adverse Effect, (B) adversely affect the ability of the Loan Parties to perform their obligations under the Loan Documents in any material respect or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (d) The Administrative Agent shall have received copies of all documents and agreements executed by the Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Borrower shall have issued the Warrants to the Administrative Agent (in its capacity as the initial warrant holder under the Warrant Agreement). (e) The board of directors of the Borrower shall have granted all necessary approvals under the Borrower’s Organization Documents and the Delaware General Corporation Law with respect to the issuance and exercise of the Warrants, subject to any required stockholder approval. (f) Two vacancies on the board of directors of the Borrower shall have been filled by nominees of Z Investment Holdings, LLC in its capacity as initial warrant holder under the Warrant Agreement. (g) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (h) All fees and expenses required to be paid by the Borrower to the Administrative Agent on or before the Closing Date shall have been paid in full, and all expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (i) The Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in order to conduct any legally-required background checks and other investigations to ensure compliance with the Patriot Act, the Proceeds of Crime Act and anti-money laundering laws. (j) The representations and warranties of the each Borrower contained in Article V hereof and the representations and warranties contained in any other Loan Document this Credit Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of a specific date or time (which need only be true and correct in all respects as of such date or time); (b) Borrowers and each Loan Party shall have performed and complied with each agreement, covenant and obligation required to be performed or complied with by them under this Credit Agreement or any other Loan Document at or prior to the Closing Date; (c) Borrowers shall have delivered to the Agent, in form and substance satisfactory to the Agent and each Lender and (unless otherwise indicated, each dated the Closing Date): (i) The Note payable to the order of the Agent, duly executed by Borrowers; (ii) A favorable opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, counsel to the Borrowers, in form and substance satisfactory to the Agent and its counsel substantially in the form set forth in Exhibit M; (iii) Resolutions of the board of directors of each Loan Party, certified by the Secretary or Assistant Secretary of such Loan Party, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by the Loan Documents and (ii) specific officers of each Borrower to execute and deliver this Agreement and the other Loan Documents; (iv) Governmental certificates, dated the most recent practicable date prior to the Closing Date, showing that each Loan Party is organized and in good standing in the jurisdiction of its organization and is qualified as a foreign corporation and in good standing in all other jurisdictions in which it is qualified to transact business; (v) The Security Agreements, duly executed by the parties thereto, together with an opinion of local counsel with respect thereto, in form and substance satisfactory to the Agent and its counsel; (vi) The Stock Pledge Agreement, duly executed by the parties thereto and each Subsidiary owning Stock of other Subsidiaries or either Borrower; (vii) The Mortgages, duly executed by the owners of the Owned Real Property, together with an opinion of local counsel with respect thereto, in form and substance satisfactory to the Agent and its counsel; (viii) The Guaranty, duly executed by the Significant Subsidiaries; (ix) The Warrant, duly executed and issued by Thermatrix; (x) The Registration Rights Agreement, duly executed by Thermatrix; (xi) The Acknowledgment; (xii) The Subordination Agreement, duly executed by the parties thereto; (xiii) The General Release, duly executed by the Borrowers; (xiv) Evidence in form and substance satisfactory to the Agent that the Agent has been named as loss payee on each of the insurance policies set forth in Schedule 6.7 of the Disclosure Letter; (xv) Each document (including without limitation, any Uniform Commercial Code financing statement) required by this Agreement, any Loan Document or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create, in favor of the Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and the Agent shall have received an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (xvi) A certificate substantially in the form of Exhibit N hereto of the chief executive officer and chief financial officer of each Borrower, satisfactory in form and substance to the Agent, stating that all of the representations and warranties of the Loan Parties contained herein or in any of the Loan Documents are correct on and as of the Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from the Administrative Agent shall have received Loans, which constitutes or would constitute a certification thereof by a Responsible Officer Default or an Event of the Borrower.Default; and (kxvii) No Default shall exist on Such additional information and materials as the Closing DateAgent may reasonably request, including, without limitation, copies of any debt agreement, security agreements and the Administrative Agent shall have received a certification thereof by a Responsible Officer of the Borrower. (l) No Loan Party shall be a party to any binding agreement to dispose of Collateral having a fair market value in excess of $5,000,000 outside of the ordinary course of business.other material contracts; and

Conditions to Loan. (a) The obligation of the Lenders Lender to make the Loans hereunder Loan is subject to satisfaction the determination by the Lender, in its sole and absolute discretion, that each of the following conditions precedent on has been fulfilled prior to the Closing Date (or the waiver thereof in accordance with Section 10.01): (a) The Administrative Agent’s receipt making of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable):Loan: (i) the Lender shall have received duly executed counterparts copies of this Agreement; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of such Loan Party to enter into this Agreement and each of the other Loan Documents to which it is a party (including approvals by and such other certificates, documents, instruments and agreements as the board of directors or similar governing body of such Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Lender shall reasonably request in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) certified copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization and each jurisdiction where if not obtained would reasonably be expected to have a Material Adverse Effect; (v) a favorable opinion of (A) Cravath, Swaine & Xxxxx LLP, special counsel to the Borrower, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) Xxxxxxxx Xxxxxxx LLP, counsel for the Borrower, addressed to the Administrative Agent and each Lender, as to the absence of a conflict with Material Indebtedness of the Loan Parties and such other customary matters as the Administrative Agent may reasonably request, (C) Stikeman Elliott LLP, Canadian counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (D) Xxxxxxx Xxxxxxxxx & Xxxxxxx, P.S.C., Puerto Rican counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request and (E) local counsel to the Loan Parties in the Canadian provinces and territories in which the Loan Parties maintain any tangible personal property, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request; (vi) a certificate signed by a Responsible Officer of the Borrower certifying that, as of the Closing Date after giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries on a consolidated basis are Solvent; (vii) all Uniform Commercial Code and PPSA and PRUCC financing statements required by law to create or perfect the Liens intended to be created under the Security Documents, in a form ready for filing; (viii) the Security Documents set forth on Schedule 4.01(a)(viii) hereto, each duly executed by the applicable Loan Parties; (ix) all other Loan Documents set forth on Schedule 4.01(a)(ix) hereto, each duly executed by the applicable Loan Parties; (x) a certificate signed by a Responsible Officer of the Borrower confirming that borrowing, guaranteeing or securing, as appropriate, the Obligations in the manner contemplated by this Agreement and the other Loan Documents executed on Documents; (ii) the Closing Date does not cause any borrowing, guarantee, security or similar limit binding on any Lender shall have received from each Loan Party each of the items referred to be exceeded; andin clauses (x) and (y) below: (xix) results a copy of UCCthe certificate of formation, PPSAlimited liability company agreement, Bank Act (Canada)certificate of incorporation, Bankruptcy and Insolvency Act (Canada), tax lien and judgment searches, intellectual property searches by-laws or other evidence reasonably satisfactory to the Administrative Agent constituent or governing documents, including all amendments thereto, of such Loan Party, (A) if applicable in each case dated such jurisdiction, certified as of a recent date reasonably close by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the Closing Dategood standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) indicating the absence of Liens on the assets such Loan Party as of the Loan Parties, except for Permitted Encumbrances and other Liens permitted under Section 7.02 and Liens for which termination statements and releases or estoppel letters are being tendered concurrently with a recent date from such extension Secretary of credit State (or other arrangements reasonably satisfactory to similar official), and (B) otherwise, (1) certified by the Administrative Agent for the delivery Secretary or Assistant Secretary of such termination statements and releases Loan Party or estoppel letters have been made; (xii) the financial statements set forth in Section 5.04; (xiii) certificates (if any) representing the shares of Equity Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank; (xiv) insurance certificates satisfying the requirements of Section 6.06; and (xv) such other items, documents, instruments or agreements as may be reasonably required Person duly authorized by the Administrative Agent. constituent documents of such Loan Party or (b2) The Administrative Agent shall have received an amendment and restatement of the Existing Revolving Credit Facility in form and substance reasonably acceptable to the Administrative Agent and the Intercreditor Agreement shall have been executed and in full force and effect in form and substance reasonably satisfactory to the Administrative Agent.Lender; and (cy) There shall exist no action, suit, investigation, litigation or proceeding pending or, to the knowledge a certificate of the Borrower, threatened that (i) would reasonably be expected to (A) have a Material Adverse Effect, (B) adversely affect the ability Secretary or Assistant Secretary or similar officer of the such Loan Parties to perform their obligations under the Loan Documents in any material respect Party or (C) adversely affect the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents in any material respect; or (ii) purports to adversely affect in any material respect the financing of the Loans or prevent the anticipated use of the proceeds thereof. (d) The Administrative Agent shall have received copies of all documents and agreements executed other Person duly authorized by the constituent documents of such Loan Parties pursuant to the Warrant Agreement with respect to the Warrants, each in form and substance reasonably acceptable to the Administrative Agent, and the Borrower shall have issued the Warrants to the Administrative Agent (in its capacity as the initial warrant holder under the Warrant Agreement). (e) The board of directors of the Borrower shall have granted all necessary approvals under the Borrower’s Organization Documents and the Delaware General Corporation Law with respect to the issuance and exercise of the Warrants, subject to any required stockholder approval. (f) Two vacancies on the board of directors of the Borrower shall have been filled by nominees of Z Investment Holdings, LLC in its capacity as initial warrant holder under the Warrant Agreement. (g) All necessary governmental and material third party consents and approvals to the transactions contemplated by this Agreement to occur on the Closing Date shall have been obtained. (h) All fees and expenses required to be paid by the Borrower to the Administrative Agent on or before the Closing Date shall have been paid in full, and all expenses required to be paid by the Borrower to the Lenders on or before the Closing Date shall have been paid in full. (i) The Administrative Agent shall have received all documentation and other information requested by the Administrative Agent in order to conduct any legally-required background checks and other investigations to ensure compliance with the Patriot Act, the Proceeds of Crime Act and anti-money laundering laws. (j) The representations and warranties of the Borrower contained in Article V hereof and the representations and warranties contained in any other Loan Document shall be true and correct in all material respects on and Party dated as of the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Administrative Agent limited liability company agreement, certificate of incorporation, by-laws or other equivalent constituent and governing documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below; (B) that attached thereto is a true and complete copy of the resolutions (or equivalent authorizing actions) duly adopted by such Loan Party’s managing member or non-member manager or board of directors, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party, the Purchase Agreement and the Consent and Direction and, in the case of such resolutions of the Borrower, the borrowings pursuant to the Loan, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date; (C) that the certificate of formation, limited liability company agreement, certificate of incorporation, by-laws or other equivalent constituent and governing documents of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (ii)(x) above; (D) that attached thereto are true and complete copies of each of the Transaction Documents to which it is a party; and (E) as to the incumbency and specimen signature of each officer or other duly authorized Person executing any Loan Document or any other document delivered in connection herewith on behalf of each of the Loan Parties (including, without limitation, the Purchase Agreement and the Consent and Direction); (iii) the Lender shall have received (A) UCC-1 financing statements in appropriate form for filing and necessary and sufficient to perfect the security interests created pursuant to this Agreement, (B) evidence satisfactory to it that an appropriate UCC-1 financing statement has been filed in the correct filing office with respect to the sale and back-up security interest provided for in the Purchase Agreement and (C) the results of a recent lien search in each of the jurisdictions where the Borrower, the Parent and their respective assets, including the Collateral, are located or deemed located, and such search shall reveal no Liens on any of the Borrower’s assets (including those acquired from the Parent pursuant to the Purchase Agreement), including the Collateral; (iv) the Lender shall have received an opinion or opinions of counsel to the Loan Parties, satisfactory in scope, form and substance to the Lender, in respect of certain corporate and Code matters; (v) the Lender shall have received the Consent and Direction, fully executed by the parties thereto, and a copy of the Commencement Notice delivered by Parent to Genentech; (vi) each Loan Document Representation and Warranty shall be true and correct at and as of the time the Loan is to be made; (vii) no Default shall have occurred and be continuing at the time the Loan is to be made or would result from the making of the Loan or from the application of the proceeds thereof; (viii) no Regulatory Change Enacted after the Agreement Date makes it unlawful or impossible for the Lender to make the Loan; (ix) the Lender shall have received a certification thereof certificate, signed by a Responsible Officer financial officer of the Borrower., on the date of the Loan, (x) stating that no Default has occurred and is continuing and (y) stating that each Loan Document Representation and Warranty of the Borrower is true and correct as of such date; (kx) No Default shall exist on the Closing Date, and the Administrative Agent Lender shall have received a certification thereof certificate, signed by a Responsible Officer an officer of the Borrower.Parent, on the date of the Loan, stating that each Loan Document Representation and Warranty of the Parent is true and correct as of such date; and (lxi) No all legal matters incident to this Agreement and the borrowings hereunder, the other Loan Party Documents and the Transaction Documents shall be a party reasonably satisfactory to any binding agreement to dispose of Collateral having a fair market value in excess of $5,000,000 outside of the ordinary course of businessLender.