recommendations for all Pool Vessels, could not reasonably be expected to
have a Material Adverse Effect).
(c)
The information listed on each certificate
of the American Bureau of Shipping required to be delivered pursuant to Section
5.01(e)(iii)(G) hereof with respect to each Pool Vessel confirming that such
Pool Vessel is in such class without material recommendation, as well as the
information listed on each ABS Database Printout is true, correct and complete,
in all material respects, as of the date hereof.
SECTION 4.17
GOVERNMENT CONSENTS FOR CONDUCT OF
BUSINESS.
EACH CREDIT PARTY HAS, AND IS IN GOOD STANDING WITH RESPECT TO, ALL
APPROVALS, PERMITS, LICENSES, CONSENTS, AUTHORIZATIONS, FRANCHISES,
CERTIFICATES, AND INSPECTIONS OF ALL GOVERNMENTAL AUTHORITY, THAT ARE NECESSARY
FOR A CREDIT PARTY TO CONTINUE TO CONDUCT BUSINESS AND OWN, USE, OPERATE, AND
MAINTAIN ITS PROPERTY AND ASSETS AS HERETOFORE CONDUCTED, OWNED, USED, OPERATED,
AND MAINTAINED WHICH, IF NOT OBTAINED (WHETHER DIRECTLY OR BY LAWFUL AND
EFFECTIVE ASSIGNMENT) OR NOT MAINTAINED IN GOOD STANDING, COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO SUCH APPROVAL, PERMIT, LICENSE,
CONSENT, AUTHORIZATION, FRANCHISE, OR CERTIFICATE IS CONDITIONED OR LIMITED ANY
MORE SO THAN AS IS GENERALLY THE CASE WITH RESPECT TO PERSONS ENGAGED IN THE
SAME OR SIMILAR LINES OF BUSINESS.
EACH SUCH APPROVAL, PERMIT, LICENSE,
CONSENT, AUTHORIZATION, FRANCHISE, OR CERTIFICATE WAS DULY AND VALIDLY GRANTED
OR ISSUED, IS IN FULL FORCE AND EFFECT, AND, AS OF THE EFFECTIVE DATE, NEITHER
HAS BEEN, NOR HAS BEEN THREATENED TO BE, AMENDED, MODIFIED, SUSPENDED,
RESCINDED, REVOKED, FORFEITED, OR ASSIGNED.
FURTHER, AS OF THE EFFECTIVE DATE,
NO CONDITION(S) EXIST(S) OR EVENT(S) HAS (HAVE) OCCURRED THAT, WITH THE GIVING
OF NOTICE OR LAPSE OF TIME OR BOTH, COULD RESULT IN THE AMENDMENT, MODIFICATION,
SUSPENSION, RESCISSION, REVOCATION, FORFEITURE, OR NON-RENEWAL OF ANY SUCH
APPROVAL, PERMIT, LICENSE, CONSENT, AUTHORIZATION, FRANCHISE, OR CERTIFICATE.
SECTION 4.18
FEDERAL RESERVE REGULATIONS.
(a)
Neither Borrower nor any of the
Subsidiaries are engaged principally, or as one of their important activities,
in the business of extending credit for the purpose of buying or carrying margin
stock (as defined in Regulation U of the Board as from time to time in effect).
(b)
No part of the proceeds of any Loan will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase, acquire or carry any
48
Margin Stock or for any purpose that entails a violation of, or that is
inconsistent with, the provisions of the regulations of the Board, including
Regulation T, U or X.
ARTICLE V
CONDITIONS
Section 5.01
Effective Date.
The obligations of the
Lenders to make the Loans hereunder, and the obligation of the L/C Issuer to
issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance
with Section 10.06 hereof):
(a)
The Administrative Agent shall have
received a certificate from the secretary of the Borrower and each Guarantor
attaching (i) a true and complete copy of the resolutions of