ITS SUBSIDIARIES TO ENSURE, THAT NO PERSON WHO OWNS A CONTROLLING
INTEREST IN OR OTHERWISE CONTROLS THE COMPANY OR ANY SUBSIDIARY IS OR SHALL BE
LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON LIST OR OTHER
SIMILAR LISTS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL ("OFAC"), THE
DEPARTMENT OF THE TREASURY, OR INCLUDED IN ANY EXECUTIVE ORDERS, (B) NOT USE OR
PERMIT THE USE OF THE PROCEEDS OF THE LOANS TO VIOLATE ANY OF THE FOREIGN ASSET
CONTROL REGULATIONS OF OFAC OR ANY ENABLING STATUTE OR EXECUTIVE ORDER RELATING
THERETO, AND (C) COMPLY, AND CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, WITH ALL
APPLICABLE BANK SECRECY ACT ("BSA") LAWS AND REGULATIONS, AS AMENDED.
SECTION 11
EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
The obligation of the Bank to make its Loans hereunder is subject to the
following conditions precedent:
11.1
INITIAL CREDIT EXTENSION.
THE OBLIGATION OF THE BANK TO MAKE THE
INITIAL LOAN IS, IN ADDITION TO THE CONDITIONS PRECEDENT SPECIFIED IN SECTION
11.2, SUBJECT TO THE CONDITIONS PRECEDENT (1) THAT ALL DEBT TO BE REPAID HAS
BEEN (OR CONCURRENTLY WITH THE INITIAL BORROWING WILL BE) PAID IN FULL, AND THAT
ALL AGREEMENTS AND INSTRUMENTS GOVERNING THE DEBT TO BE REPAID AND THAT ALL
LIENS SECURING SUCH DEBT TO BE REPAID HAVE BEEN (OR CONCURRENTLY WITH THE
INITIAL BORROWING WILL BE) TERMINATED, AND (2) THE BANK SHALL HAVE RECEIVED ALL
OF THE FOLLOWING DULY EXECUTED AND DATED THE CLOSING DATE (OR SUCH EARLIER DATE
AS SHALL BE SATISFACTORY TO THE BANK) IN FORM AND SUBSTANCE SATISFACTORY TO THE
BANK (AND THE DATE ON WHICH ALL SUCH CONDITIONS PRECEDENT HAVE BEEN SATISFIED OR
WAIVED IN WRITING BY THE BANK IS CALLED THE "CLOSING DATE"):
29
11.1.1
NOTE.
THE NOTE.
11.1.2
RESOLUTIONS.
CERTIFIED COPIES OF RESOLUTIONS OF THE APPLICABLE
GOVERNING BOARD OF THE COMPANY AND THE GUARANTOR AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE COMPANY AND THE GUARANTOR, AS APPLICABLE, OF
THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS TO WHICH THE EITHER IS A
PARTY.
11.1.3
CONSENTS, ETC.
CERTIFIED COPIES OF ALL DOCUMENTS EVIDENCING ANY
NECESSARY CORPORATE, LIMITED LIABILITY COMPANY OR PARTNERSHIP ACTION, CONSENTS
AND GOVERNMENTAL APPROVALS (IF ANY) REQUIRED FOR THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE COMPANY AND THE GUARANTOR OF THE DOCUMENTS REFERRED TO IN
THIS SECTION 11.
11.1.4
INCUMBENCY AND SIGNATURE CERTIFICATES.
A CERTIFICATE OF
THE SECRETARY OR AN ASSISTANT SECRETARY (OR OTHER APPROPRIATE REPRESENTATIVE) OF
THE COMPANY AND THE GUARANTOR CERTIFYING THE NAMES OF THE OFFICER OR OFFICERS OF
SUCH ENTITY AUTHORIZED TO SIGN THE LOAN DOCUMENTS TO WHICH SUCH ENTITY IS A
PARTY, TOGETHER WITH A SAMPLE OF THE TRUE SIGNATURE OF EACH SUCH OFFICER (IT
BEING UNDERSTOOD THAT THE BANK MAY CONCLUSIVELY RELY ON EACH SUCH CERTIFICATE
UNTIL FORMALLY ADVISED BY A LIKE CERTIFICATE OF ANY CHANGES THEREIN).
11.1.5
GUARANTY. A COUNTERPART OF THE GUARANTY EXECUTED BY THE GUARANTOR.
11.1.6
OPINIONS OF COUNSEL.
THE OPINION OF COUNSEL TO THE COMPANY AND THE
GUARANTOR SUBSTANTIALLY IN THE FORM OF EXHIBIT D.
11.1.7