EMPLOYMENT, WORKER SAFETY, WAGES AND HOURS AND THE WORKER
ADJUSTMENT AND RETRAINING NOTIFICATION ACT.
EXCEPT AS SET FORTH ON
SCHEDULE 2.16 OF THE COMPANY LETTER, THERE HAVE BEEN NO CLAIMS OF HARASSMENT,
DISCRIMINATION, RETALIATORY ACT OR SIMILAR ACTIONS AGAINST ANY OFFICER, DIRECTOR
OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES AT ANY TIME DURING THE PAST ONE
YEAR AND, TO THE KNOWLEDGE OF THE COMPANY, NO FACTS EXIST THAT COULD REASONABLY
BE EXPECTED TO GIVE RISE TO SUCH CLAIMS OR ACTIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 2.16 OF THE COMPANY LETTER, SINCE JANUARY 1, 2002, THE COMPANY HAS NOT
RELEASED ANY PRESENT OR FORMER OFFICER OR EMPLOYEE FROM, OR OTHERWISE WAIVED,
ANY PROVISIONS OF SUCH PRESENT OR FORMER OFFICER'S OR EMPLOYEE'S EMPLOYMENT OR
SEVERANCE AGREEMENT OR ARRANGEMENT WITH RESPECT TO HIS OR HER NON-COMPETE,
NON-SOLICITATION OR SIMILAR OBLIGATIONS.
SECTION 2.17
STATE TAKEOVER STATUTES; CHARTER OWNERSHIP LIMITATIONS;
RIGHTS AGREEMENT.
THE COMPANY HAS TAKEN ALL ACTION NECESSARY TO EXEMPT (I) BREF
ONE'S ENTERING INTO THE VOTING AGREEMENT AND BREF ONE'S GRANT OF A PROXY TO
PARENT PURSUANT TO THE VOTING AGREEMENT (THE "GRANT OF A PROXY") AND (II) THE
MERGER FROM THE OPERATION OF ANY "FAIR PRICE," "BUSINESS COMBINATION,"
"MORATORIUM," "CONTROL SHARE ACQUISITION" OR ANY OTHER ANTI-TAKEOVER STATUTE OR
SIMILAR STATUTE (A "TAKEOVER STATUTE") ENACTED UNDER THE LAWS OF THE STATE OF
MARYLAND, INCLUDING SUBTITLES 6 AND 7 OF TITLE 3 OF THE MGCL.
TO THE COMPANY'S
KNOWLEDGE, NO TAKEOVER STATUTE OF ANY STATE OTHER THAN THE STATE OF MARYLAND
WILL APPLY TO THE MERGER, THE VOTING AGREEMENT OR THE GRANT OF A PROXY.
THE
BOARD OF DIRECTORS OF THE COMPANY HAS TAKEN ALL ACTIONS NECESSARY TO (I) WAIVE
OR REMOVE THE APPLICATION OF THE OWNERSHIP LIMITATIONS SET FORTH IN ARTICLE XI
OF THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY TO THE MERGER AND
(II) AMEND THE RIGHTS AGREEMENT TO ENSURE THAT (A) NONE OF PARENT, SUB OR ANY OF
THEIR RESPECTIVE AFFILIATES (AS HEREINAFTER DEFINED), INDIVIDUALLY OR
COLLECTIVELY, SHALL BE DEEMED TO BE AN ACQUIRING PERSON (AS DEFINED IN THE
RIGHTS AGREEMENT), (B) A DISTRIBUTION DATE (AS DEFINED IN THE RIGHTS AGREEMENT)
SHALL NOT BE DEEMED TO HAVE OCCURRED, NO RIGHTS SHALL SEPARATE FROM THE COMMON
SHARES (AS DEFINED IN THE RIGHTS AGREEMENT) OUTSTANDING OR OTHERWISE BECOME
EXERCISEABLE PURSUANT TO SECTION 7 OF THE RIGHTS AGREEMENT, AND NO ADJUSTMENTS
SHALL BE MADE PURSUANT TO SECTION 11 OF THE RIGHTS AGREEMENT, (C) NOTHING IN THE
RIGHTS AGREEMENT SHALL BE CONSTRUED TO GIVE ANY HOLDER OF RIGHTS OR ANY OTHER
PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) ANY LEGAL OR EQUITABLE RIGHTS,
REMEDIES OR CLAIMS UNDER THE RIGHTS AGREEMENT AND (D) NONE OF THE EVENTS
DESCRIBED IN SECTIONS 13(A)(I), (II) OR (III) OF THE RIGHTS AGREEMENT SHALL BE
DEEMED TO HAVE OCCURRED, IN EACH CASE SOLELY AS A RESULT OF (1) THE EXECUTION
AND DELIVERY OF THE MERGER AGREEMENT OR THE VOTING AGREEMENT OR (2) ANY OF THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR THE VOTING AGREEMENT,
INCLUDING THE