Sanctioned Person.
The Transactions will not violate
Anti-Corruption Laws or applicable Sanctions.
SECTION 3.21
Affected Financial Institutions No Loan Party is an Affected
Financial Institution.
ARTICLE IV
CONDITIONS
SECTION 4.01
Third Restatement Date.
The amendment and restatement of the
Existing ABL Credit Agreement and the obligations of the Lenders to make Loans
and of the Issuing Banks to issue Letters of Credit under this Agreement shall
not become effective until the date on which each of the following conditions
are satisfied (or waived in accordance with Section 9.02):
(A)
CREDIT AGREEMENT AND LOAN DOCUMENTS.
THE ADMINISTRATIVE
AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED (I) FROM EACH PARTY HERETO (INCLUDING
THE REQUIRED LENDERS UNDER THE EXISTING CREDIT AGREEMENT) EITHER (A) A
COUNTERPART OF THIS AGREEMENT SIGNED ON BEHALF OF SUCH PARTY OR (B) WRITTEN
EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE FACSIMILE
OR .PDF TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT AND (II) DULY EXECUTED COPIES
(OR FACSIMILE OR .PDF COPIES)
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OF ANY LOAN DOCUMENTS OR ANY AMENDMENTS TO ANY LOAN DOCUMENTS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST AND SUCH OTHER CERTIFICATES,
DOCUMENTS, INSTRUMENTS AND AGREEMENTS AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING (X) ANY PROMISSORY NOTES
REQUESTED BY A LENDER PURSUANT TO SECTION 2.10 PAYABLE TO THE ORDER OF EACH SUCH
REQUESTING LENDER, (Y) WRITTEN OPINIONS OF THE LOAN PARTIES' COUNSEL, ADDRESSED
TO THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE LENDERS AND (Z) THE US
SECURITY AGREEMENT DESCRIBED IN CLAUSE (A) OF THE DEFINITION THEREOF AND THE
CANADIAN SECURITY AGREEMENT DESCRIBED IN CLAUSE (A) OF THE DEFINITION THEREOF.
(B)
CLOSING CERTIFICATES; CERTIFIED CERTIFICATE OF INCORPORATION;
GOOD STANDING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) A
CERTIFICATE OF EACH LOAN PARTY, DATED THE THIRD RESTATEMENT DATE AND EXECUTED BY
ITS SECRETARY, ASSISTANT SECRETARY OR AUTHORIZED MANAGER OR DIRECTOR, WHICH
SHALL (A) CERTIFY THE RESOLUTIONS OF ITS BOARD OF DIRECTORS, BOARD OF MANAGERS,
MEMBERS OR OTHER BODY AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
LOAN DOCUMENTS TO WHICH IT IS A PARTY, TOGETHER WITH ANY POWERS OF ATTORNEY
GRANTED IN CONNECTION THEREWITH, (B) IDENTIFY BY NAME AND TITLE AND BEAR THE
SIGNATURES OF THE FINANCIAL OFFICERS AND ANY OTHER OFFICERS, MANAGERS OR
ATTORNEYS OF SUCH LOAN PARTY AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH IT
IS A PARTY AND (C) CONTAIN APPROPRIATE ATTACHMENTS, INCLUDING THE CERTIFICATE OR
ARTICLES OF INCORPORATION OR ORGANIZATION OF EACH LOAN PARTY CERTIFIED BY THE
RELEVANT AUTHORITY OF THE JURISDICTION OF ORGANIZATION OF SUCH LOAN PARTY AND A
TRUE AND CORRECT COPY OF ITS BY-LAWS, MEMORANDUM AND ARTICLES OF ASSOCIATION OR
OPERATING, MANAGEMENT OR PARTNERSHIP AGREEMENT; AND (II) A LONG FORM CERTIFICATE
OF GOOD STANDING, STATUS OR COMPLIANCE, AS APPLICABLE, FOR EACH LOAN PARTY FROM
ITS JURISDICTION OF ORGANIZATION (TO THE EXTENT SUCH CONCEPT IS RELEVANT OR
APPLICABLE IN SUCH JURISDICTION).
(C)