AS EXPRESSLY SET
FORTH BELOW, CUSTOMER REPRESENTS AND WARRANTS AS OF THE DATE HEREOF, ON THE
CLOSING DATE, AND AS OF THE DATE OF EACH PURCHASE AND INVESTMENT OF PRINCIPAL
HEREUNDER, AS FOLLOWS:
(A)
CORPORATE EXISTENCE AND POWER; SUBSIDIARIES.
CUSTOMER IS A
MARYLAND REAL ESTATE INVESTMENT TRUST DULY ORGANIZED, VALIDLY EXISTING AND
SUBSISTING UNDER THE LAWS OF THE STATE OF MARYLAND.
CUSTOMER HAS ALL REQUISITE
POWER AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES, TO CARRY ON ITS BUSINESS
AS NOW CONDUCTED AND AS PROPOSED TO BE CONDUCTED, TO ENTER INTO THIS AGREEMENT
AND THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY AND TO CARRY OUT THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
CUSTOMER IS QUALIFIED TO DO
BUSINESS AND IN GOOD STANDING IN EVERY JURISDICTION WHERE IT IS REQUIRED TO SO
QUALIFY TO CARRY OUT ITS BUSINESS AND OPERATIONS, AND IS IN COMPLIANCE WITH ALL
LICENSING REQUIREMENTS REQUIRED TO CARRY OUT ITS BUSINESS AND OPERATIONS AT SUCH
TIME, EXCEPT IN JURISDICTIONS WHERE THE FAILURE TO BE SO QUALIFIED OR IN GOOD
STANDING OR LICENSED HAS NOT RESULTED IN AND WILL NOT RESULT IN A MATERIAL
ADVERSE CHANGE.
CUSTOMER AND ITS SUBSIDIARIES ARE ENGAGED ONLY IN THE
BUSINESSES PERMITTED TO BE ENGAGED IN PURSUANT TO SECTION 5.2.
CUSTOMER HAS NO
SUBSIDIARIES AS OF THE CLOSING DATE EXCEPT AS DISCLOSED ON SCHEDULE 3.1(A).
(B)
CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION OF THE PART OF
CUSTOMER AND DO NOT AND WILL NOT (I) VIOLATE ANY PROVISION OF ANY LAW OR ANY
GOVERNMENTAL RULE OR REGULATION APPLICABLE TO CUSTOMER OR ANY OF ITS
SUBSIDIARIES, THE OPERATING AGREEMENT, LIMITED LIABILITY AGREEMENT, DECLARATION
OF TRUST, TRUST AGREEMENT, CERTIFICATES OF FORMATION, ARTICLES OF INCORPORATION,
ARTICLES OR CERTIFICATES OF INCORPORATION OR BYLAWS, AS APPLICABLE, OF CUSTOMER
OR OTHER CHARTER DOCUMENTS OF CUSTOMER OR ANY OF ITS SUBSIDIARIES OR ANY ORDER,
JUDGMENT OR DECREE OF ANY COURT OR OTHER AGENCY OF GOVERNMENT BINDING ON
CUSTOMER OR ANY OF ITS SUBSIDIARIES, (II) CONFLICT WITH, RESULT IN A BREACH OF
OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER ANY
CONTRACTUAL OBLIGATION OF CUSTOMER OR ANY OF ITS SUBSIDIARIES, (III) RESULT IN
OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTIES OR
ASSETS OF CUSTOMER OR ANY OF ITS SUBSIDIARIES, OTHER THAN ANY LIEN CREATED BY A
TRANSACTION DOCUMENT, OR (IV) REQUIRE ANY APPROVAL OF MEMBERS OR STOCKHOLDERS OR
ANY APPROVAL OR CONSENT OF ANY PERSON UNDER ANY CONTRACTUAL OBLIGATION OF
CUSTOMER OR ANY OF ITS SUBSIDIARIES, EXCEPT FOR SUCH APPROVALS OR CONSENTS WHICH
WILL BE OBTAINED ON OR BEFORE THE CLOSING DATE AND DISCLOSED IN WRITING TO
BUYER.
(C)
VALID SALE; BINDING EFFECT.
EACH SALE MADE BY CUSTOMER PURSUANT
TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS SHALL CONSTITUTE A VALID
ASSIGNMENT OF OR SECURITY INTEREST IN ALL OF CUSTOMER'S RIGHT, TITLE AND
INTEREST IN, TO AND UNDER THE WAREHOUSE