SUBJECT TO THE
PROVISIONS OF, THE EXECUTIVE ORDER;
(III)
A PERSON WITH WHICH THE LENDER IS PROHIBITED FROM DEALING OR
OTHERWISE ENGAGING IN ANY TRANSACTION BY ANY ANTI-TERRORISM LAW;
(IV)
A PERSON THAT COMMITS, THREATENS OR CONSPIRES TO COMMIT OR
SUPPORTS "TERRORISM" AS DEFINED IN THE EXECUTIVE ORDER; OR
(V)
A PERSON THAT IS NAMED AS A "SPECIALLY DESIGNATED NATIONAL AND
BLOCKED PERSON" ON THE MOST CURRENT LIST PUBLISHED BY THE U.S. TREASURY
DEPARTMENT OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") AT ITS OFFICIAL WEBSITE OR
ANY REPLACEMENT WEBSITE OR OTHER REPLACEMENT OFFICIAL PUBLICATION OF SUCH LIST.
(C)
NO BORROWER AND, TO THE KNOWLEDGE OF THE
BORROWERS, NO BROKER OR OTHER AGENT OF ANY BORROWER ACTING IN ANY CAPACITY IN
CONNECTION WITH THE LOANS (I) CONDUCTS ANY BUSINESS OR ENGAGES IN MAKING OR
RECEIVING ANY CONTRIBUTION OF FUNDS, GOODS OR SERVICES TO OR FOR THE BENEFIT OF
ANY PERSON DESCRIBED IN PARAGRAPH (B) ABOVE, (II) DEALS IN, OR OTHERWISE ENGAGES
IN ANY TRANSACTION RELATING TO, ANY PROPERTY OR INTERESTS IN PROPERTY BLOCKED
PURSUANT TO THE EXECUTIVE ORDER, OR (III) ENGAGES IN OR CONSPIRES TO ENGAGE IN
ANY TRANSACTION THAT EVADES OR AVOIDS, OR HAS THE PURPOSE OF EVADING OR
AVOIDING, OR ATTEMPTS TO VIOLATE, ANY OF THE PROHIBITIONS SET FORTH IN ANY
ANTI-TERRORISM LAW.
ARTICLE IV
CONDITIONS TO EFFECTIVENESS
SECTION 4.01
Conditions to Effectiveness.
The effectiveness of this
Agreement shall be subject to the prior or concurrent satisfaction of each of
the conditions precedent set forth in this Section 4.01.
(A)
TRANSACTION DOCUMENTS.
ALL LEGAL MATTERS
INCIDENT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL BE
SATISFACTORY TO THE LENDER AND THERE SHALL HAVE BEEN DELIVERED TO THE LENDER AN
EXECUTED COUNTERPART OF EACH OF THE TRANSACTION DOCUMENTS.
(B)
CORPORATE DOCUMENTS.
THE LENDER SHALL HAVE
RECEIVED:
(I)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF
EACH BORROWER DATED THE CLOSING DATE, CERTIFYING (A) THAT ATTACHED THERETO IS A
TRUE AND COMPLETE COPY OF EACH ORGANIZATIONAL DOCUMENT OF SUCH BORROWER
CERTIFIED (TO THE EXTENT APPLICABLE) AS OF A RECENT DATE BY THE SECRETARY OF
STATE OF THE STATE OF ITS ORGANIZATION, (B) THAT ATTACHED THERETO IS A TRUE AND
COMPLETE
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COPY OF RESOLUTIONS DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH BORROWER
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS
TO WHICH SUCH PERSON IS A PARTY AND THE BORROWINGS HEREUNDER, AND THAT SUCH
RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL FORCE
AND EFFECT AND (C) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH OFFICER
EXECUTING ANY TRANSACTION DOCUMENT OR ANY OTHER DOCUMENT DELIVERED IN CONNECTION
HEREWITH ON BEHALF OF SUCH BORROWER (TOGETHER WITH A CERTIFICATE OF ANOTHER
OFFICER AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF THE SECRETARY OR
ASSISTANT SECRETARY EXECUTING THE CERTIFICATE IN THIS CLAUSE (I));
(II)
A CERTIFICATE AS TO THE GOOD STANDING OF EACH BORROWER (IN
SO-CALLED "LONG-FORM" IF AVAILABLE) AS OF A RECENT DATE, FROM THE SECRETARY OF
STATE (OR OTHER APPLICABLE GOVERNMENTAL