ON AND AS OF SUCH EARLIER DATE;
(III)
AT ANY TIME THROUGH AND INCLUDING THE
UNENCUMBERED TRIGGER DATE, THE BORROWER HAS FURNISHED THE ADMINISTRATIVE AGENT
WITH THE CERTIFICATE REQUIRED UNDER SECTION 4.1(XIV) CERTIFYING THE THEN-CURRENT
AGGREGATE POOL VALUE;
AND
(IV)
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF
SUCH ADVANCE OR ISSUANCE OF SUCH FACILITY LETTER OF CREDIT SHALL BE SATISFACTORY
TO THE LENDERS AND THEIR COUNSEL.
Each Borrowing Notice and each Letter of Credit Request with respect to each
such Advance shall constitute a representation and warranty by the Borrower that
the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
5.1
EXISTENCE.
BORROWER IS A CORPORATION DULY ORGANIZED AND VALIDLY
EXISTING UNDER THE LAWS OF THE STATE OF MARYLAND, WITH ITS PRINCIPAL PLACE OF
BUSINESS IN OAK BROOK, ILLINOIS AND IS DULY QUALIFIED AS A FOREIGN CORPORATION,
PROPERLY LICENSED (IF REQUIRED), IN GOOD STANDING AND HAS ALL REQUISITE
AUTHORITY TO CONDUCT ITS BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS
CONDUCTED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED, LICENSED AND IN GOOD
STANDING AND TO HAVE THE REQUISITE AUTHORITY WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
EACH OF BORROWER'S SUBSIDIARIES IS DULY INCORPORATED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION AND HAS
ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH JURISDICTION IN WHICH
ITS BUSINESS IS CONDUCTED.
5.2
AUTHORIZATION AND VALIDITY.
THE BORROWER HAS THE CORPORATE POWER
AND AUTHORITY AND LEGAL RIGHT TO EXECUTE AND DELIVER THE LOAN DOCUMENTS AND TO
PERFORM ITS OBLIGATIONS THEREUNDER.
THE EXECUTION AND DELIVERY BY THE BORROWER
OF THE LOAN DOCUMENTS AND THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER HAVE
BEEN DULY AUTHORIZED BY PROPER CORPORATE PROCEEDINGS, AND THE LOAN
36
DOCUMENTS CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF THE BORROWER
ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY.
5.3
NO CONFLICT; GOVERNMENT CONSENT.
NEITHER THE EXECUTION AND DELIVERY
BY THE BORROWER OF THE LOAN DOCUMENTS, NOR THE CONSUMMATION OF THE TRANSACTIONS
THEREIN CONTEMPLATED, NOR COMPLIANCE WITH THE PROVISIONS THEREOF WILL VIOLATE
ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE OR AWARD
BINDING ON THE BORROWER OR ANY OF ITS SUBSIDIARIES OR THE BORROWER'S OR ANY
SUBSIDIARY'S ARTICLES OF INCORPORATION OR BY-LAWS, OR THE PROVISIONS OF ANY
INDENTURE, INSTRUMENT OR AGREEMENT TO WHICH THE BORROWER OR ANY OF ITS
SUBSIDIARIES IS A PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS PROPERTY, IS
BOUND, OR CONFLICT WITH OR CONSTITUTE A DEFAULT THEREUNDER, EXCEPT WHERE SUCH
VIOLATION, CONFLICT OR DEFAULT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT, OR
RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN IN, OF OR ON THE PROPERTY OF
THE BORROWER OR A SUBSIDIARY PURSUANT TO THE TERMS OF ANY SUCH INDENTURE,
INSTRUMENT OR AGREEMENT.
NO ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION,
OR