GOVERNMENTAL AUTHORIZATIONS; (III) NEITHER
CUSTOMER NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED (A) ANY NOTICE OR CLAIM TO THE
EFFECT THAT IT IS OR MAY BE LIABLE TO ANY PERSON AS A RESULT OF OR IN CONNECTION
WITH ANY HAZARDOUS MATERIALS OR (B) ANY LETTER OR REQUEST FOR INFORMATION UNDER
SECTION 104 OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
LIABILITY ACT (42 U.S.C. § 9604) OR COMPARABLE STATE LAWS, AND, TO THE BEST OF
CUSTOMER'S KNOWLEDGE, NONE OF THE OPERATIONS OF CUSTOMER OR ANY OF ITS
SUBSIDIARIES IS THE SUBJECT OF ANY FEDERAL OR STATE INVESTIGATION RELATING TO OR
IN CONNECTION WITH ANY HAZARDOUS MATERIALS AT ANY FACILITY OR AT ANY OTHER
LOCATION; (IV) NONE OF THE OPERATIONS OF CUSTOMER OR ANY OF ITS SUBSIDIARIES IS
SUBJECT TO ANY JUDICIAL OR ADMINISTRATIVE PROCEEDING ALLEGING THE VIOLATION OF
OR LIABILITY UNDER ANY ENVIRONMENTAL LAWS WHICH IF ADVERSELY DETERMINED COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE; AND (V) NEITHER
CUSTOMER NOR ANY OF ITS
41
SUBSIDIARIES HAS ANY CONTINGENT LIABILITY IN CONNECTION WITH ANY RELEASE OF ANY
HAZARDOUS MATERIALS BY CUSTOMER OR ANY OF ITS SUBSIDIARIES.
(X)
EMPLOYEE MATTERS.
THERE IS NO STRIKE OR WORK STOPPAGE IN
EXISTENCE OR THREATENED INVOLVING CUSTOMER OR ANY OF ITS SUBSIDIARIES THAT COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
(Y)
WAREHOUSE ASSETS.
AS TO EACH OF THE WAREHOUSE ASSETS, EXCEPT AS
EXPRESSLY DISCLOSED IN WRITING TO, AND EXPRESSLY APPROVED IN WRITING BY, BUYER,
THE STATEMENTS ON SCHEDULE 3.1(Y) ARE TRUE AND CORRECT IN ALL RESPECTS AND EACH
OF THE WAREHOUSE ASSETS IS AN ELIGIBLE RECEIVABLE.
(Z)
TERMINATION EVENTS.
NO TERMINATION EVENT OR POTENTIAL
TERMINATION EXISTS.
(AA)
INDEBTEDNESS.
CUSTOMER HAS NOT INCURRED AND IS NOT LIABLE ON
ACCOUNT OF ANY INDEBTEDNESS OR CONTINGENT OBLIGATION THAT IS NOT EXPRESSLY
PERMITTED PURSUANT TO THIS AGREEMENT.
(BB)
REGISTERED ORGANIZATION.
CUSTOMER IS A "REGISTERED ORGANIZATION"
(AS DEFINED IN THE UCC) OF THE STATE OF MARYLAND.
SECTION 3.2.
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.
ON
EACH DAY THAT AN INVESTMENT OF PRINCIPAL IS MADE HEREUNDER, CUSTOMER, BY
ACCEPTING THE PROCEEDS OF SUCH INVESTMENT OF PRINCIPAL, SHALL BE DEEMED TO HAVE
CERTIFIED THAT (I) ALL REPRESENTATIONS AND WARRANTIES DESCRIBED IN SECTION 3.1
HEREOF ARE CORRECT ON AND AS OF SUCH DAY AS THOUGH MADE ON AND AS OF SUCH DAY,
AND (II) NO EVENT HAS OCCURRED OR IS CONTINUING, OR WOULD RESULT FROM ANY SUCH
INVESTMENT OF PRINCIPAL, THAT CONSTITUTES A TERMINATION EVENT OR A POTENTIAL
TERMINATION EVENT.
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.1.
CONDITIONS TO CLOSING.
THE OBLIGATIONS OF BUYER
HEREUNDER ARE SUBJECT TO THE SATISFACTION OF ALL THE FOLLOWING CONDITIONS:
(A)
CUSTOMER DOCUMENTS.
ON OR BEFORE THE CLOSING DATE, CUSTOMER SHALL
DELIVER OR CAUSE TO BE DELIVERED TO BUYER THE FOLLOWING, EACH, UNLESS OTHERWISE
NOTED, DATED THE CLOSING DATE:
(I)
CERTIFIED COPIES OF ITS DECLARATION OF TRUST AND BYLAWS, TOGETHER
WITH A GOOD STANDING CERTIFICATE (LONG-FORM) FROM THE RESPECTIVE JURISDICTION OF
FORMATION AND EACH STATE IN WHICH CUSTOMER IS QUALIFIED AS A FOREIGN