LENDER UNDER SECTIONS 3.1, 3.2 AND 3.5 OR TO AVOID THE UNAVAILABILITY OF FIXED
RATE ADVANCES UNDER SECTION 3.3, SO LONG AS SUCH DESIGNATION IS NOT, IN THE
REASONABLE JUDGMENT OF SUCH LENDER, DISADVANTAGEOUS TO SUCH LENDER.
EACH LENDER
SHALL DELIVER A WRITTEN STATEMENT OF SUCH LENDER TO THE BORROWER (WITH A COPY TO
THE ADMINISTRATIVE AGENT) AS TO THE AMOUNT DUE, IF ANY, UNDER SECTIONS 3.1, 3.2,
3.4 OR 3.5.
SUCH WRITTEN STATEMENT SHALL SET FORTH IN REASONABLE DETAIL THE
CALCULATIONS UPON WHICH SUCH LENDER DETERMINED SUCH AMOUNT AND SHALL BE FINAL,
CONCLUSIVE AND BINDING ON THE BORROWER IN THE ABSENCE OF MANIFEST ERROR.
DETERMINATION OF AMOUNTS PAYABLE UNDER SUCH SECTIONS IN CONNECTION WITH A FIXED
RATE LOAN SHALL BE CALCULATED AS THOUGH EACH LENDER FUNDED ITS FIXED RATE LOAN
THROUGH THE PURCHASE OF A DEPOSIT OF THE TYPE AND MATURITY CORRESPONDING TO THE
DEPOSIT USED AS A REFERENCE IN DETERMINING THE FIXED RATE APPLICABLE TO SUCH
LOAN, WHETHER IN FACT THAT IS THE CASE OR NOT.
UNLESS OTHERWISE PROVIDED
HEREIN, THE AMOUNT SPECIFIED IN THE WRITTEN STATEMENT OF ANY LENDER SHALL BE
PAYABLE ON DEMAND AFTER RECEIPT BY THE BORROWER OF SUCH WRITTEN STATEMENT.
THE
OBLIGATIONS OF THE BORROWER UNDER SECTIONS 3.1, 3.2, 3.4 AND 3.5 SHALL SURVIVE
PAYMENT OF THE OBLIGATIONS AND TERMINATION OF THIS AGREEMENT.
ARTICLE IV
CONDITIONS PRECEDENT
4.1
INITIAL ADVANCE.
THE LENDERS SHALL NOT BE REQUIRED TO MAKE THE
INITIAL ADVANCE HEREUNDER OR ISSUE THE INITIAL FACILITY LETTER OF CREDIT
HEREUNDER, UNLESS (A) THE BORROWER SHALL, PRIOR TO OR CONCURRENTLY WITH SUCH
INITIAL ADVANCE, HAVE PAID ALL FEES DUE AND PAYABLE TO THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER, AND (B) THE BORROWER SHALL HAVE FURNISHED TO THE
ADMINISTRATIVE AGENT, WITH SUFFICIENT COPIES FOR THE LENDERS, THE FOLLOWING:
(I)
THE DULY EXECUTED ORIGINALS OF THE LOAN
DOCUMENTS, INCLUDING THE NOTES, PAYABLE TO THE ORDER OF EACH OF THE LENDERS,
THIS AGREEMENT AND THE SUBSIDIARY GUARANTY;
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(II)
(A) CERTIFICATES OF GOOD STANDING FOR THE
BORROWER AND EACH SUBSIDIARY GUARANTOR, FROM THE STATE OF MARYLAND FOR THE
BORROWER AND THE STATES OF ORGANIZATION OF EACH SUBSIDIARY GUARANTOR, CERTIFIED
BY THE APPROPRIATE GOVERNMENTAL OFFICER AND DATED NOT MORE THAN THIRTY (30) DAYS
PRIOR TO THE AGREEMENT EXECUTION DATE, AND (B) FOREIGN QUALIFICATION
CERTIFICATES FOR THE BORROWER AND EACH SUBSIDIARY GUARANTOR, CERTIFIED BY THE
APPROPRIATE GOVERNMENTAL OFFICER AND DATED NOT MORE THAN THIRTY (30) DAYS PRIOR
TO THE AGREEMENT EXECUTION DATE, FOR EACH OTHER JURISDICTION WHERE THE FAILURE
OF THE BORROWER OR SUCH SUBSIDIARY GUARANTOR TO SO QUALIFY OR BE LICENSED (IF
REQUIRED) WOULD HAVE A MATERIAL ADVERSE EFFECT;
(III)
COPIES OF THE FORMATION DOCUMENTS (INCLUDING
CODE OF REGULATIONS, IF APPROPRIATE) OF THE BORROWER AND THE SUBSIDIARY
GUARANTORS, CERTIFIED BY AN OFFICER OF THE BORROWER OR SUCH SUBSIDIARY
GUARANTOR, AS APPROPRIATE, TOGETHER WITH ALL AMENDMENTS THERETO;
(IV)
INCUMBENCY CERTIFICATES, EXECUTED BY OFFICERS
OF THE BORROWER AND THE SUBSIDIARY GUARANTORS, WHICH SHALL IDENTIFY BY NAME AND
TITLE AND BEAR THE SIGNATURE OF THE PERSONS AUTHORIZED TO SIGN