any change in treaty, law or regulation)
has occurred prior to the date on which any such delivery would otherwise be
required which renders such forms inapplicable or the exemption to which such
forms relate unavailable and such Lender notifies the Borrowers and the Agent
that it is not entitled to receive payments without deduction or withholding of
United States federal income taxes) and, in the case of a Form W-8 or W-9,
establishing an exemption from United States backup withholding tax.
(f)
Survival.
Without prejudice to the
survival of any other agreement of the Borrowers hereunder, the agreements and
obligations of the Borrowers contained in this Section 4.8 shall survive the
payment in full of the Obligations.
SECTION 4.9
SECURITY. THE OBLIGATIONS OF THE GUARANTOR
SHALL BE SECURED AS PROVIDED IN THE DEED OF TRUST.
SECTION 4.10
THE BORROWERS' REPRESENTATIVES.
EACH OF THE
BORROWERS HEREBY REPRESENTS AND WARRANTS TO THE AGENT AND THE LENDERS THAT EACH
OF THEM WILL DERIVE BENEFITS, DIRECTLY AND INDIRECTLY, FROM THE PROCEEDS OF THE
LOAN, BOTH IN ITS SEPARATE CAPACITY AND AS A MEMBER OF THE INTEGRATED GROUP TO
WHICH EACH OF THE BORROWERS BELONG, SINCE THE SUCCESSFUL OPERATION OF THE
INTEGRATED GROUP IS DEPENDENT UPON THE CONTINUED SUCCESSFUL PERFORMANCE OF THE
FUNCTIONS OF THE INTEGRATED GROUP AS A WHOLE.
FOR ADMINISTRATIVE CONVENIENCE,
TESSCO IS HEREBY IRREVOCABLY APPOINTED BY EACH OF THE BORROWERS AS AGENT FOR
EACH OF THE BORROWERS FOR THE PURPOSE OF REQUESTING THE LOAN, RECEIVING THE
PROCEEDS OF THE LOAN AND DISBURSING THE PROCEEDS OF THE LOAN AMONG THE
BORROWERS.
IN ITS CAPACITY AS SUCH AGENT, TESSCO SHALL HAVE THE POWER AND
AUTHORITY THROUGH ITS AUTHORIZED OFFICER OR OFFICERS TO (I) ENDORSE ANY CHECK
FOR THE PROCEEDS OF THE LOAN FOR AND ON BEHALF OF EACH OF THE BORROWERS AND IN
THE NAME OF EACH OF THE BORROWERS, AND (II) INSTRUCT THE AGENT OR THE LENDERS TO
CREDIT THE PROCEEDS OF THE LOAN AS INDICATED IN THE NOTICE OF BORROWING.
BY
REASON OF THE FOREGOING, THE AGENT AND EACH LENDER IS HEREBY IRREVOCABLY
AUTHORIZED BY EACH OF THE BORROWERS TO MAKE THE LOAN TO THE BORROWERS FOR THE
ACCOUNT OF THE BORROWERS PURSUANT TO THIS AGREEMENT UPON THE REQUEST OF ANY ONE
OF THE PERSONS WHO IS AUTHORIZED TO DO SO UNDER THE PROVISIONS OF ANY APPLICABLE
CORPORATE RESOLUTIONS OF TESSCO.
NEITHER THE AGENT NOR ANY LENDER ASSUMES ANY
RESPONSIBILITY OR LIABILITY FOR ANY ERRORS, MISTAKES AND/OR DISCREPANCIES IN ANY
ORAL, TELEPHONIC, WRITTEN OR OTHER TRANSMISSIONS OF ANY INSTRUCTIONS, ORDERS,
REQUESTS AND CONFIRMATIONS BETWEEN THE AGENT OR ANY LENDER AND ANY ONE OR MORE
OF THE BORROWERS IN CONNECTION WITH THE LOAN OR ANY OTHER TRANSACTION PURSUANT
TO THE PROVISIONS OF THIS AGREEMENT, EXCEPT FOR ACTS OF GROSS NEGLIGENCE AND/OR
WILLFUL MISCONDUCT.
15
ARTICLE V
CLOSING; CONDITIONS OF CLOSING AND BORROWING
SECTION 5.1
CLOSING.
THE CLOSING SHALL TAKE PLACE AT
THE OFFICES OF OBER, KALER, GRIMES & SHRIVER, A PROFESSIONAL CORPORATION, AT A
DATE AND TIME UPON WHICH THE PARTIES