UCC FINANCING STATEMENT, JUDGMENT, AND TAX LIEN SEARCHES WITH RESPECT TO THE
BORROWER FROM THE STATE OF MARYLAND;
WRITTEN MONEY TRANSFER INSTRUCTIONS, IN SUBSTANTIALLY THE FORM OF EXHIBIT E
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;
A PRO FORMA COMPLIANCE CERTIFICATE IN THE FORM OF EXHIBIT C AS OF MARCH 31,
2003, UTILIZING THE NEW COVENANTS ESTABLISHED HEREIN AND EXECUTED BY THE
BORROWER'S CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING OFFICER;
A FULLY EXECUTED COPY OF THE FEE LETTER BETWEEN THE BORROWER AND THE
ADMINISTRATIVE AGENT;
EVIDENCE THAT ALL UPFRONT FEES DUE TO EACH OF THE LENDERS UNDER THE TERMS OF
THEIR RESPECTIVE COMMITMENT LETTERS HAVE BEEN PAID, OR WILL BE PAID OUT OF THE
PROCEEDS OF THE INITIAL ADVANCE HEREUNDER;
A LETTER EXECUTED BY THE BORROWER AND ACCEPTED BY EACH OF THE LENDERS UNDER THE
EXISTING AGREEMENT THAT IS NOT A LENDER UNDER THIS AGREEMENT AS TO THE REPAYMENT
OF LOANS OUTSTANDING TO THE BORROWER UNDER THE EXISTING AGREEMENT AND THE
TREATMENT OF ANY INTEREST AND FEES ACCRUED THEREON; AND
SUCH OTHER DOCUMENTS AS ANY LENDER OR ITS COUNSEL MAY HAVE REASONABLY REQUESTED,
THE FORM AND SUBSTANCE OF WHICH DOCUMENTS SHALL BE REASONABLY ACCEPTABLE TO THE
PARTIES AND THEIR RESPECTIVE COUNSEL.
EACH ADVANCE.
THE LENDERS SHALL NOT BE REQUIRED TO MAKE ANY ADVANCE UNLESS ON
THE APPLICABLE BORROWING DATE:
THERE EXISTS NO DEFAULT OR UNMATURED DEFAULT;
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V ARE TRUE AND CORRECT
AS OF SUCH BORROWING DATE WITH RESPECT TO BORROWER AND TO ANY SUBSIDIARY IN
EXISTENCE ON SUCH BORROWING DATE, EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION
OR WARRANTY IS STATED TO RELATE SOLELY TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATION OR WARRANTY SHALL BE TRUE AND CORRECT ON AND AS OF SUCH EARLIER
DATE; AND
ALL LEGAL MATTERS INCIDENT TO THE MAKING OF SUCH ADVANCE SHALL BE SATISFACTORY
TO THE LENDERS AND THEIR COUNSEL.
Each Borrowing Notice 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.
Any Lender may require a duly
completed Compliance Certificate in substantially the same form of the
Certificate attached as Exhibit C.
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
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