be made by it) in connection with any Borrowing shall be
subject to the further conditions precedent that on the date of such Borrowing:
(A)
THE FOLLOWING STATEMENTS SHALL BE TRUE (AND EACH OF THE GIVING OF
THE APPLICABLE NOTICE OR REQUEST BY THE BORROWER WITH RESPECT TO SUCH BORROWING
AND THE ACCEPTANCE OF SUCH BORROWING SHALL CONSTITUTE A REPRESENTATION AND
WARRANTY BY THE BORROWER THAT, ON THE DATE OF SUCH BORROWING, SUCH STATEMENTS
ARE TRUE):
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTION 4.01 (OTHER THAN THOSE SET FORTH IN THE LAST SENTENCE OF SUBSECTION
(F) AND IN SUBSECTION (M) THEREOF) ARE CORRECT ON AND AS OF THE DATE OF SUCH
BORROWING, BEFORE AND AFTER GIVING EFFECT TO SUCH BORROWING AND TO THE
APPLICATION OF THE PROCEEDS THEREFROM, AS THOUGH MADE ON AND AS OF SUCH DATE;
AND
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING OR WOULD
RESULT FROM SUCH BORROWING, OR FROM THE APPLICATION OF THE PROCEEDS THEREFROM,
THAT CONSTITUTES AN EVENT OF
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DEFAULT OR, EXCEPT IN THE CASE OF A BORROWING THAT WOULD NOT INCREASE THE
AGGREGATE PRINCIPAL AMOUNT OF OUTSTANDING CREDITS, AN UNMATURED DEFAULT.
(B)
THE BORROWER SHALL HAVE FURNISHED TO THE ADMINISTRATIVE AGENT SUCH
OTHER APPROVALS, OPINIONS OR DOCUMENTS AS ANY LENDER, THROUGH THE ADMINISTRATIVE
AGENT, MAY REASONABLY REQUEST AS TO THE LEGALITY, VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF THIS AGREEMENT OR THE FINANCIAL CONDITION, PROPERTIES,
OPERATIONS OR PROSPECTS OF THE BORROWER AND ITS SUBSIDIARIES.
SECTION 3.03.
RELIANCE ON CERTIFICATES.
The Lenders and the Administrative Agent shall be entitled to rely conclusively
upon the certificates delivered from time to time by officers of Borrower as to
the names, incumbency, authority and signatures of the respective Persons named
therein until such time as the Administrative Agent may receive a replacement
certificate, in form acceptable thereto, from an officer of the Borrower
identified to the Administrative Agent as having authority to deliver such
certificate, setting forth the names and true signatures of the officers and
other representatives of the Borrower thereafter authorized to act on behalf of
the Borrower.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
The Borrower represents and warrants as follows:
(A)
THE BORROWER (I) IS A CORPORATION DULY INCORPORATED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF MARYLAND (II) IS
DULY QUALIFIED AND IN GOOD STANDING AS A FOREIGN CORPORATION AUTHORIZED TO DO
BUSINESS IN EVERY JURISDICTION WHERE THE FAILURE TO SO QUALIFY RESULTS IN A
MATERIAL ADVERSE CHANGE AND (III) HAS THE REQUISITE CORPORATE POWER AND
AUTHORITY TO OWN ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED
AND AS PROPOSED TO BE CONDUCTED.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS TO WHICH IT IS A PARTY ARE WITHIN THE
BORROWER'S CORPORATE POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION, AND DO NOT CONTRAVENE (I) THE BORROWER'S CHARTER OR BY-LAWS OR
(II) ANY LAW OR