THE LAWS OF
THE STATE OF MARYLAND, (II) HAS THE REQUISITE POWER AND AUTHORITY TO CARRY ON
ITS BUSINESS AS NOW BEING CONDUCTED, AND (III) HAS THE REQUISITE POWER TO
EXECUTE AND DELIVER, AND PERFORM ITS OBLIGATIONS UNDER, THIS AGREEMENT AND ALL
OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(D)
THE EXECUTION AND DELIVERY BY GUARANTOR OF
THIS AGREEMENT, AND ALL OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY,
GUARANTOR'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER AND THEREUNDER (I) HAVE
BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON THE PART OF GUARANTOR, (II) WILL
NOT VIOLATE ANY PROVISION OF ANY LEGAL REQUIREMENTS, ANY ORDER OF ANY COURT OR
OTHER GOVERNMENTAL AUTHORITY, THE ORGANIZATIONAL DOCUMENTS OR ANY INDENTURE OR
AGREEMENT OR OTHER INSTRUMENT TO WHICH GUARANTOR IS A PARTY OR BY WHICH
GUARANTOR IS BOUND, AND (III) OTHER THAN THOSE OBTAINED OR FILED ON OR PRIOR TO
THE DATE HEREOF, GUARANTOR IS NOT REQUIRED TO OBTAIN ANY CONSENT, APPROVAL OR
AUTHORIZATION FROM, OR TO FILE DECLARATION OR STATEMENT WITH, ANY GOVERNMENTAL
AUTHORITY OR OTHER AGENCY IN CONNECTION WITH OR AS A CONDITION TO THE EXECUTION,
DELIVERY OR PERFORMANCE OF THIS AGREEMENT, AND ALL OF THE OTHER LOAN DOCUMENTS
TO WHICH IT IS A PARTY.
(E)
THIS AGREEMENT, AND ALL OF THE OTHER LOAN
DOCUMENTS EXECUTED BY GUARANTOR IN CONNECTION WITH THE LOAN, (I) IS THE LEGAL,
VALID AND BINDING OBLIGATION OF GUARANTOR, ENFORCEABLE AGAINST GUARANTOR IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, AND OTHER
LIMITATIONS ON CREDITORS' RIGHTS GENERALLY AND TO EQUITABLE PRINCIPLES, AND
(II) ARE NOT SUBJECT TO ANY RIGHT OF RESCISSION, SET-OFF, COUNTERCLAIM OR
DEFENSE BY GUARANTOR (INCLUDING THE DEFENSE OF USURY), AND GUARANTOR HAS NOT
ASSERTED ANY RIGHT OF RESCISSION, SET-OFF, COUNTERCLAIM OR DEFENSE WITH RESPECT
THERETO; AND
(F)
ALL FINANCIAL STATEMENTS THAT HAVE
HERETOFORE BEEN FURNISHED BY GUARANTOR TO AGENT IN CONNECTION WITH THIS
AGREEMENT, AND ALL SUCH FINANCIAL STATEMENTS THAT HEREAFTER MAY BE FURNISHED TO
AGENT BY GUARANTOR HAVE BEEN AND SHALL BE PREPARED BY AN INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANT APPROVED BY AGENT IN ACCORDANCE WITH THE LOAN AGREEMENT, SHALL
BE CONSISTENT IN FORM WITH PRIOR STATEMENTS AND SHALL BE CERTIFIED BY GUARANTOR
(PROVIDED NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE LOAN, IN
WHICH EVENT ANY SUCH STATEMENTS SHALL BE CERTIFIED BY SUCH INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANT); ARE AND SHALL BE TRUE, CORRECT AND COMPLETE AND DO AND SHALL
FAIRLY PRESENT THE FINANCIAL CONDITION OF GUARANTOR, ALL AS OF THE RESPECTIVE
DATES THEREOF.
12.
AS LONG AS THIS AGREEMENT SHALL BE
OUTSTANDING, GUARANTOR SHALL FURNISH TO AGENT, WITHIN NINETY (90) DAYS AFTER THE
END OF EACH CALENDAR YEAR OR OTHER FISCAL YEAR OF GUARANTOR (OR WITHIN FIVE
BUSINESS DAYS AFTER FILING, IN THE CASE OF TAX RETURNS) AND WITHIN SIXTY-FIVE
(65) DAYS AFTER THE END OF EACH OF THE FIRST THREE CALENDAR QUARTERS, AND WITHIN
THIRTY (30) BUSINESS DAYS AFTER
9
AGENT'S REQUEST MADE AT ANY TIME OR FROM TIME TO TIME:
(A) COMPLETE