ON THE CLOSING DATE AND ON THE INITIAL BORROWING DATE NO DEFAULT OR UNMATURED
DEFAULT HAS OCCURRED AND IS CONTINUING AND THAT ALL REPRESENTATIONS AND
WARRANTIES OF THE BORROWER CONTAINED HEREIN ARE TRUE AND CORRECT AS OF THE
CLOSING DATE AND INITIAL BORROWING DATE AS AND TO THE EXTENT SET FORTH HEREIN;
(IX)
THE MOST RECENT FINANCIAL STATEMENTS OF THE BORROWER AND A
CERTIFICATE FROM AN AUTHORIZED OFFICER OF THE BORROWER THAT NO CHANGE IN THE
BORROWER'S FINANCIAL CONDITION THAT WOULD HAVE A MATERIAL ADVERSE EFFECT HAS
OCCURRED SINCE DECEMBER 31, 2002;
(X)
UCC FINANCING STATEMENT, JUDGMENT, AND TAX LIEN SEARCHES WITH
RESPECT TO THE BORROWER, ANY SUBSIDIARY, ANY QUALIFYING INVESTMENT AFFILIATE AND
ANY SPECIAL QUALIFYING INVESTMENT AFFILIATE FROM THE STATES OF MARYLAND AND
ILLINOIS AND OTHER STATES WHERE THEY OWN UNENCUMBERED ASSETS, AND THE COUNTY IN
WHICH BORROWER MAINTAINS ITS PRINCIPAL PLACE OF BUSINESS;
(XI)
EVIDENCE OF SUFFICIENT UNENCUMBERED ASSETS (WHICH EVIDENCE MAY
INCLUDE PAY-OFF LETTERS (TOGETHER WITH EVIDENCE OF PAYMENT OR A DIRECTION OF
BORROWER TO USE A PORTION OF THE PROCEEDS OF THE ADVANCES TO REPAY SUCH
INDEBTEDNESS), MORTGAGE RELEASES AND/OR TITLE POLICIES) TO ASSIST THE
ADMINISTRATIVE AGENT IN DETERMINING THE BORROWER'S COMPLIANCE WITH THE COVENANTS
SET FORTH IN ARTICLE VII HEREIN;
(XII)
WRITTEN MONEY TRANSFER INSTRUCTIONS, IN SUBSTANTIALLY THE FORM OF
EXHIBIT G HERETO, ADDRESSED TO THE ADMINISTRATIVE AGENT AND SIGNED BY AN
AUTHORIZED OFFICER, TOGETHER WITH SUCH OTHER RELATED MONEY TRANSFER
AUTHORIZATIONS AS THE ADMINISTRATIVE AGENT MAY HAVE REASONABLY REQUESTED;
(XIII)
EVIDENCE THAT ALL PARTIES WHOSE CONSENT IS REQUIRED FOR BORROWER
TO EXECUTE THE LOAN DOCUMENTS HAVE PROVIDED SUCH CONSENTS;
(XIV)
OPERATING STATEMENTS FOR EACH PROPERTY AND OTHER EVIDENCE OF INCOME
AND EXPENSES TO ASSIST THE ADMINISTRATIVE AGENT IN DETERMINING BORROWER'S
COMPLIANCE WITH THE COVENANTS SET FORTH IN ARTICLE VII HEREIN;
(XV)
A COPY OF THE STANDARD LEASE FORM GENERALLY USED AT THE PROPERTIES;
(XVI)
EVIDENCE THAT THE INSURANCE COVERAGE REQUIRED IN SECTION 6.17 IS IN
FULL FORCE AND EFFECT; AND
49
(XVII)
SUCH OTHER DOCUMENTS AS ANY LENDER OR ITS COUNSEL MAY HAVE
REASONABLY REQUESTED, THE FORM AND SUBSTANCE OF WHICH DOCUMENTS SHALL BE
ACCEPTABLE TO THE PARTIES AND THEIR RESPECTIVE COUNSEL.
5.2
CONDITIONS TO EACH ADVANCE, ISSUANCE OF FACILITY LETTER OF CREDIT
AND CONTINUATION/CONVERSION.
The following conditions must be satisfied as a condition precedent to the
making of an Advance (including Swing Line Loans but not including Revolving
Loans made for the purpose of repaying Swing Line Loans as provided in Section
2.,13), the issuance of a Facility Letter of Credit, or the continuation of a
LIBOR Advance or conversion of an existing Advance into a LIBOR Advance:
(I)
THERE EXISTS NO DEFAULT OR UNMATURED DEFAULT;
(II)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE VI ARE
TRUE AND CORRECT AS OF SUCH BORROWING DATE, ISSUANCE DATE, OR DATE OF CONVERSION
AND/OR CONTINUATION AS AND TO THE EXTENT SET FORTH THEREIN, EXCEPT TO THE EXTENT
ANY SUCH REPRESENTATION OR WARRANTY IS STATED TO RELATE SOLELY TO AN EARLIER
DATE, IN WHICH CASE SUCH