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 LOAN PARTY AND, TO THE KNOWLEDGE OF THE
LOAN PARTIES, NO BROKER OR OTHER AGENT OF ANY LOAN PARTY ACTING IN ANY CAPACITY
IN CONNECTION WITH THE TERM 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.
53
ARTICLE IV.
CONDITIONS TO CREDIT EXTENSIONS
SECTION 4.01
CONDITIONS TO INITIAL CREDIT EXTENSION.
THE OBLIGATION OF EACH
LENDER TO FUND THE INITIAL CREDIT EXTENSION REQUESTED TO BE MADE BY IT SHALL BE
SUBJECT TO THE PRIOR OR CONCURRENT SATISFACTION OF EACH OF THE CONDITIONS
PRECEDENT SET FORTH IN THIS SECTION 4.01.
(A)
LOAN DOCUMENTS.
ALL LEGAL MATTERS INCIDENT
TO THIS AGREEMENT, THE CREDIT EXTENSIONS HEREUNDER AND THE OTHER LOAN DOCUMENTS
SHALL BE REASONABLY SATISFACTORY TO THE LENDERS AND TO THE ADMINISTRATIVE AGENT
AND THERE SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT AN EXECUTED
COUNTERPART OF EACH OF THE LOAN DOCUMENTS, INCLUDING THIS AGREEMENT, THE
SECURITY AGREEMENT, THE INTERCREDITOR AGREEMENT, EACH MORTGAGE, THE PERFECTION
CERTIFICATE AND EACH OTHER APPLICABLE LOAN DOCUMENT.
(B)
CORPORATE DOCUMENTS.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED:
(I)
A CERTIFICATE OF THE SECRETARY OR
ASSISTANT SECRETARY OF EACH LOAN PARTY DATED THE CLOSING DATE AND CERTIFYING
(A) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF THE CERTIFICATE OR
ARTICLES OF INCORPORATION OR OTHER CONSTITUTIVE DOCUMENTS, INCLUDING ALL
AMENDMENTS THERETO CERTIFIED 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
COPY OF THE BY-LAWS 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
(C) BELOW, (C) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF RESOLUTIONS
DULY ADOPTED BY THE BOARD OF DIRECTORS OF SUCH LOAN PARTY AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH SUCH PERSON
IS A PARTY AND, IN THE CASE OF BORROWERS, THE BORROWINGS HEREUNDER, AND THAT
SUCH RESOLUTIONS HAVE NOT BEEN MODIFIED, RESCINDED OR AMENDED AND ARE IN FULL
FORCE AND EFFECT, (D) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURE OF EACH
OFFICER EXECUTING ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT DELIVERED IN
CONNECTION HEREWITH ON BEHALF OF SUCH LOAN PARTY (TOGETHER WITH A CERTIFICATE OF
ANOTHER