THIS AGREEMENT SHALL
BECOME EFFECTIVE WHEN EACH OF THE FOLLOWING CONDITIONS PRECEDENT HAVE BEEN
SATISFIED:
§10.1.
LOAN DOCUMENTS.
EACH OF THE LOAN DOCUMENTS SHALL HAVE
BEEN DULY EXECUTED AND DELIVERED BY THE RESPECTIVE PARTIES THERETO AND SHALL BE
IN FULL FORCE AND EFFECT.
§10.2.
CERTIFIED COPIES OF ORGANIZATION DOCUMENTS; GOOD STANDING
CERTIFICATES.
THE AGENT SHALL HAVE RECEIVED (I) A CERTIFICATE OF THE COMPANY TO
WHICH THERE SHALL BE ATTACHED COMPLETE COPIES OF THE BORROWER'S LIMITED
PARTNERSHIP AGREEMENT AND ITS CERTIFICATE OF LIMITED PARTNERSHIP, CERTIFIED AS
OF A RECENT DATE BY THE SECRETARY OF STATE OF DELAWARE, (II) CERTIFICATES OF
GOOD STANDING FOR THE BORROWER FROM THE STATE OF NEW YORK, (III) A COPY OF THE
COMPANY'S ARTICLES OF INCORPORATION CERTIFIED AS OF A RECENT DATE BY THE
MARYLAND SECRETARY OF STATE, (IV) CERTIFICATES OF GOOD STANDING FOR THE COMPANY
FROM THE STATE OF MARYLAND AND EACH STATE IN WHICH A STRUCTURED FINANCE
COLLATERAL ASSET IS LOCATED, AND (V) CERTIFICATES OF GOOD STANDING AND
CERTIFICATES FROM THE BORROWER CERTIFYING AS TO TRUE AND COMPLETE COPIES OF
ARTICLES OF INCORPORATION, LIMITED LIABILITY COMPANY AGREEMENTS, PARTNERSHIP
AGREEMENTS OR CERTIFICATES OF LIMITED PARTNERSHIP, AS THE CASE MAY BE, OF EACH
OF THE OTHER GUARANTORS.
§10.3.
BY-LAWS; RESOLUTIONS.
ALL ACTION ON THE PART OF THE
BORROWER AND EACH GUARANTOR NECESSARY FOR THE VALID EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER AND EACH GUARANTOR OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS TO WHICH IT IS OR IS TO BECOME A PARTY SHALL HAVE BEEN DULY AND
EFFECTIVELY TAKEN, AND EVIDENCE THEREOF SATISFACTORY TO THE AGENT SHALL HAVE
BEEN PROVIDED TO THE AGENT. THE AGENT SHALL HAVE RECEIVED FROM THE COMPANY TRUE
COPIES OF ITS BY-LAWS AND THE RESOLUTIONS ADOPTED BY ITS BOARD OF DIRECTORS
AUTHORIZING THE TRANSACTIONS DESCRIBED HEREIN, EACH CERTIFIED BY ITS SECRETARY
TO BE TRUE AND COMPLETE AND IN EFFECT ON THE EFFECTIVE DATE.
§10.4.
INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS.
THE AGENT
SHALL HAVE RECEIVED FROM THE COMPANY AN INCUMBENCY CERTIFICATE, DATED AS OF THE
EFFECTIVE DATE, SIGNED BY A DULY AUTHORIZED OFFICER OF THE COMPANY AND GIVING
THE NAME AND BEARING A SPECIMEN SIGNATURE OF EACH INDIVIDUAL WHO SHALL BE
AUTHORIZED:
(A) TO SIGN, IN THE NAME AND ON BEHALF OF THE COMPANY (IN ITS OWN
CAPACITY AND AS GENERAL PARTNER ON BEHALF OF BORROWER AND ON BEHALF OF EACH
GUARANTOR
51
WHICH IS A PARTNERSHIP), EACH OF THE LOAN DOCUMENTS TO WHICH THE BORROWER OR ANY
GUARANTOR IS OR IS TO BECOME A PARTY; (B) TO MAKE LOAN REQUESTS AND CONVERSION
REQUESTS; AND (C) TO GIVE NOTICES AND TO TAKE OTHER ACTION ON BEHALF OF THE
BORROWER UNDER THE LOAN DOCUMENTS.
§10.5.
TITLE INSURANCE; LIEN SEARCHES.
THE AGENT SHALL HAVE
RECEIVED (I) REASONABLY SATISFACTORY EVIDENCE OF TITLE INSURANCE RESPECTING EACH
OF THE PROPERTIES SUBJECT TO THE STRUCTURED FINANCE COLLATERAL ASSETS BY WAY OF
COPIES OF THE MOST RECENT FULLY EFFECTIVE TITLE INSURANCE POLICIES (OR MARKED
AND SIGNED TITLE INSURANCE BINDERS TO THE EXTENT SUCH POLICIES HAVE NOT BEEN
ISSUED OR ARE