Common use of Closing Date Certificate Clause in Contracts

Closing Date Certificate. The Lender shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit J, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, in each case, be true and correct in all respects) and (y) no Default shall have then occurred and be continuing, or would result from the Initial Loan being advanced on the Closing Date and (ii) all of the conditions set forth in Section 6.01 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Agent shall have received a certificate, dated as of the Closing Date (and in form reasonably satisfactory to the “Closing Date Certificate”), substantially in the form of Exhibit JAgent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate Parent and the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Event of Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan being advanced Borrowing of the Loan, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) all of the conditions set forth in this Section 6.01 have been satisfiedsatisfied (or waived in writing by the Agent) except to the extent such condition relates to the satisfaction or approval in form or substance of any documents by the Agent. All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(c), if any, shall be in form and substance reasonably satisfactory to the LenderAgent, shall have been been, as applicable, executed and delivered by the requisite parties, and shall shall, as applicable, be in full force and effect.

Closing Date Certificate. The Lender Agent shall have received a certificate, dated as of the Closing Delayed Draw Date and duly executed and delivered by an Authorized Officer of the Borrower (the “Closing Delayed Draw Date Certificate”), substantially which certificate shall be in form and substance satisfactory to the form of Exhibit J, duly executed and delivered by a Responsible Officer Agent (acting on the instructions of the Borrower, in which certificate the Borrower shall agree Majority Lenders acting reasonably) and acknowledgeshall, among other things, represent and warrant that the statements made therein shall be deemed to be are true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct. The statements in such certificate shall include, and such statements shall include that among others, (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth herein and in each Loan Document shall, in each case, be true and correct in all material respects as of the Delayed Draw Date (except for unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation representations and warranty warranties that is are by their terms qualified by materiality or reference to materiality, Material Adverse Effect which such representation and warranty shall, in each case, or similar qualification shall be true and correct in all respects) , and (y) no Default or Event of Default under and as defined in this Agreement shall have then occurred and then be continuing, or would result from the Initial Loan being advanced on the Closing Date continuing and (ii) all of the conditions set forth in this Section 6.01 5.2 have been satisfied. All documents and agreements required to be appended to the Closing Delayed Draw Date Certificate, if any, shall be in form and substance reasonably satisfactory to the LenderAgent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date (and in form and substance reasonably satisfactory to the “Closing Date Certificate”), substantially in the form of Exhibit JAdministrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then or Event of Default has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan being advanced Borrowing of the Tranche 1 Loans, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) all of the conditions set forth in this Section 6.01 have been satisfiedsatisfied (or waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(c), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender For purposes of determining whether the Representation Condition has been satisfied, Seller shall have received deliver to Purchaser at Closing a certificate, dated as of the Closing Date certificate (the “Closing Date Certificate”), substantially in the form of Exhibit J, duly executed and delivered by a Responsible Officer ) certifying that all of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, Seller Representations that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be were true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects respects, as of the Contract Date and Approval Date (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, as reflected in each case, be the Approval Date Certificate) remain true and correct in all respects) and (y) no Default shall have then occurred and be continuingcorrect, or would result from the Initial Loan being advanced on as of the Closing Date and (ii) in all of the conditions set forth material respects, except for changes and qualifications specified in Section 6.01 have been satisfied. All documents and agreements required to be appended to the such Closing Date Certificate, if anysuch that the Closing Date Certificate is true and accurate in all material respects. The representations, warranties and certifications contained in the Closing Date Certificate shall be in form and substance reasonably satisfactory made by Seller to the Lendersame standard of knowledge, contained herein for the applicable representations, warranties or certifications and subject to all of the terms, conditions and limitations contained in Sections 8.2 and 8.3 of this Agreement. Subject to and in accordance with the provisions of Section 8.4, if, as of the Closing, the Representation Condition is not fulfilled for any reason or any Seller Representations are not true and correct, in any material respect, Purchaser may, in its sole discretion and as its sole remedy, hereunder, at law or in equity, elect either to (a) terminate this Agreement by delivery of written notice to Seller not later than the Closing Date, whereupon the Deposit shall be returned to Purchaser and neither party shall have been executed any further liability hereunder except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to Closing and delivered by waive the requisite parties, and shall be in full force and effectfailure of the Representation Condition.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Agent shall have received a certificate, dated as of the Closing Date (and in form reasonably satisfactory to the “Closing Date Certificate”), substantially in the form of Exhibit JAgent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate Parent and the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Event of Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Borrowing of the Initial Loan being advanced Loan, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) all of the conditions set forth in this Section 6.01 have been satisfiedsatisfied (or waived in writing by the Agent) except to the extent such condition relates to the satisfaction or approval in form or substance of any documents by the Agent. All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(d), if any, shall be in form and ny-2328495 substance reasonably satisfactory to the LenderAgent, shall have been been, as applicable, executed and delivered by the requisite parties, and shall shall, as applicable, be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit JJ and otherwise in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all respects as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan being advanced Borrowing of the Tranche 1 Loan, or the consummation of any Transactions contemplated to occur, on the Closing Date Date, and (ii) all of the conditions set forth in Section 6.01 have been satisfiedsatisfied (or waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(b), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date (and in form and substance reasonably satisfactory to the “Closing Date Certificate”), substantially in the form of Exhibit JAdministrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan being advanced Borrowing of the Tranche 1 Loans, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) all of the conditions set forth in this Section 6.01 have been satisfiedsatisfied (or waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(c), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender Administrative Agent shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit J, and duly executed and delivered by a Responsible Officer of the BorrowerBorrower (the “Closing Date Certificate”), in which certificate shall be in form and substance reasonably satisfactory to the Borrower shall agree Administrative Agent and acknowledgeshall, among other things, represent and warrant that the statements made therein shall be deemed to be are true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct. The statements in such certificate shall include, and such statements shall include among others, that (i) both immediately before and after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document that are qualified by materiality, Material Adverse Effect or the like shall, in each case, be true and correct as of such date, except to the extent such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like shall, in each case, be true and correct in all material respects (respects, except for any representation to the extent such representations and warranty that is qualified by materiality or reference warranties relate to Material Adverse Effect an earlier date in which case such representation representations and warranty shall, in each case, warranties shall be true and correct in all respects) material respects as of such earlier date and (yz) no Event of Default shall have then occurred and be continuing, or would could reasonably be expected to result from the Initial Loan making of the Loans being advanced advanced, or the consummation of the Transactions, on the Closing Date Date, and (ii) all of the conditions set forth in Section 6.01 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender Agent and the Lenders shall have received a certificate, dated as of the Closing Date (and in form reasonably satisfactory to the “Closing Date Certificate”), substantially in Agent and the form of Exhibit JLenders, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and certifying that: after giving effect to the Initial LoanBorrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then occurred immediately before and be continuing, or would result from after the Initial Borrowing of the Loan being advanced on the Closing Date Date, no Event of Default has occurred and (ii) all of the conditions set forth in Section 6.01 have been satisfiedis continuing. All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(f), if any, shall be in form and substance reasonably satisfactory to the LenderAgent and the Lenders, shall have been been, as applicable, executed and delivered by the requisite parties, and shall shall, as applicable, be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit JJ and otherwise in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial Loanmaking of the Loans on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which as of such representation and warranty shallearlier date, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan being advanced making of the Loan, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) all of the conditions set forth in this Section 6.01 have been satisfiedsatisfied (or waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(b), if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date (and in form and substance satisfactory to the “Closing Date Certificate”), substantially in the form of Exhibit JAdministrative Agent, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial LoanBorrowing and any other Transactions contemplated to occur on the Closing Date (except in the case of any ArcherDX Acquisition Agreement Representation that expressly relates to a given date or period, which ArcherDX Acquisition Agreement Representation shall be true and correct as of the respective date or for the respective period, as the case may be), (x) the representations ArcherDX Acquisition Agreement Representations and warranties set forth in each Loan Document shallthe ArcherDX Specified Representations that are qualified by materiality, Material Adverse Effect or the like are, in each case, be true and correct, (y) the ArcherDX Acquisition Agreement Representations and the ArcherDX Specified Representations that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shallrespects, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial making of the Loan being advanced advanced, or the consummation of any Transactions contemplated to occur on the Closing Date Date, and (ii) subject to the Certain Funds Provision, all of the conditions set forth in this Section 6.01 have been satisfied. All documents and agreements required to be appended satisfied (except to the Closing Date Certificate, if any, shall be extent waived in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered writing by the requisite parties, and shall be in full force and effectAdministrative Agent).

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a certificate, dated as of the Closing Date and in form and substance reasonably satisfactory to the Administrative Agent (the “Closing Date Certificate”), substantially in the form of Exhibit J, duly executed and delivered by a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Initial Loanborrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, be true and correct, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects (except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shallrespects, in each case, be true and correct in all respects) and (yz) no Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Initial Loan making of the Loans being advanced advanced, or the consummation of any Transactions contemplated to occur, on the Closing Date Date, and (ii) all of the conditions set forth in Section 6.01 have been satisfiedsatisfied (except to the extent waived in writing by the Administrative Agent). All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender Managing Agents shall have received a certificatereceived, with counterparts for each Lender, the Borrower Closing Date Certificate, dated as of the Closing Date (the “Closing Date Certificate”), substantially in the form of Exhibit J, and duly executed and delivered by a Responsible an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge, among other things, acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower as of such date, and, at the time each such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except for it being understood that the Borrower shall not have to certify as to any representation and warranty that is qualified by materiality or reference to Material Adverse Effect which such representation and warranty shall, in each case, be true and correct in all respects) and (y) no Default shall have then occurred and be continuing, or would result from the Initial Loan being advanced on the Closing Date and (ii) all of the conditions matter set forth in Section 6.01 have been satisfiedthis Agreement to the extent that the determination thereof is to be made (as expressly provided for in this Agreement) by either Managing Agent or any Lender). All documents and agreements required to be appended to the Borrower Closing Date CertificateCertificate (including documentation evidencing that, if anyafter giving effect to the Transaction and each other transaction contemplated hereby (including the initial Credit Extensions hereunder), all Obligations, including those to pay principal of and interest (including interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, reorganization or similar proceeding, whether or not allowed as a claim under such proceeding) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Senior Bank Debt" (as defined in the Subordinated Note Indenture)) shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effectManaging Agents.