NINE
HUNDRED FIFTY FOUR THOUSAND ONE HUNDRED EIGHTY ONE DOLLARS ($954,181) DURING THE
MONTH ENDED NOVEMBER 30, 2008, AND (E) TWO HUNDRED NINETY FIVE THOUSAND FIVE
HUNDRED FIVE DOLLARS ($295,505) DURING THE MONTH ENDED DECEMBER 31, 2008 (SUCH
AMOUNTS ARE NOT CUMULATIVE); AND (II) THE REDUCTION ITEM OCCURRED ON
DECEMBER 31, 2008 IN THE AMOUNT OF TWO MILLION TWENTY FIVE THOUSAND TWENTY SIX
DOLLARS ($2,025,026) AND SUCH FUNDS WERE DEPOSITED AND MAINTAINED IN THE
BORROWER'S NAME IN AN ACCOUNT WITH SVB OR AN AFFILIATE OF SVB.
9.
POST CLOSING.
THE FAILURE OF NEW
BORROWER TO FURNISH LENDERS WITH THE FOLLOWING DOCUMENTS TO THE FULL
SATISFACTION OF LENDERS ON OR BEFORE TEN (10) BUSINESS DAYS FROM THE DATE
HEREOF, UNLESS OTHERWISE NOTED, SHALL CONSTITUTE AN IMMEDIATE EVENT OF DEFAULT
UNDER THE LOAN AGREEMENT, FOR WHICH THERE SHALL BE NO GRACE OR CURE PERIOD:
A.
NEW BORROWER SHALL DELIVER TO LENDERS ON OR
BEFORE APRIL 30, 2009, A LANDLORD'S CONSENT CONCERNING NEW BORROWER'S ONE PARK
PLACE, SUITE #450, ANNAPOLIS, MD 21401 LOCATION, IN FORM AND SUBSTANCE
ACCEPTABLE TO LENDERS, IN THEIR SOLE AND ABSOLUTE DISCRETION.
B.
NEW BORROWER SHALL DELIVER TO LENDERS
RATIFICATIONS OF THE SUBORDINATION AGREEMENTS FROM ALL SUBORDINATED CREDITORS OF
NEW BORROWER WHO EXECUTED SUCH AN AGREEMENT WITH LENDERS.
10.
FEES.
NEW BORROWER SHALL PAY TO LENDERS A
MODIFICATION FEE EQUAL TO TEN THOUSAND DOLLARS ($10,000) TO BE SHARED BETWEEN
THE LENDERS PURSUANT TO THEIR RESPECTIVE COMMITMENT PERCENTAGES, WHICH FEE SHALL
BE DUE ON THE DATE HEREOF AND SHALL BE DEEMED FULLY EARNED AS OF THE DATE
HEREOF.
BORROWER SHALL ALSO REIMBURSE LENDERS FOR ALL LEGAL FEES AND EXPENSES
INCURRED IN CONNECTION WITH THIS AMENDMENT TO THE EXISTING LOAN DOCUMENTS.
11.
CONSISTENT CHANGES.
THE EXISTING LOAN
DOCUMENTS ARE HEREBY AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED
ABOVE.
12.
NO DEFENSES OF BORROWER.
NEW BORROWER
HEREBY ACKNOWLEDGES AND AGREES THAT NEW BORROWER HAS NO OFFSETS, DEFENSES,
CLAIMS, OR COUNTERCLAIMS AGAINST LENDERS WITH RESPECT TO THE OBLIGATIONS, OR
OTHERWISE, AND THAT IF BORROWER NOW HAS, OR EVER DID HAVE, ANY OFFSETS,
DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST LENDERS, WHETHER KNOWN OR UNKNOWN, AT
LAW OR IN EQUITY, ALL OF THEM ARE HEREBY EXPRESSLY WAIVED AND NEW BORROWER
HEREBY RELEASES LENDERS FROM ANY LIABILITY THEREUNDER.
13.
CONTINUING VALIDITY.
NEW BORROWER
UNDERSTANDS AND AGREES THAT IN MODIFYING THE EXISTING OBLIGATIONS, LENDERS ARE
RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET
FORTH IN THE EXISTING LOAN DOCUMENTS.
EXCEPT AS EXPRESSLY MODIFIED PURSUANT TO
THIS LOAN MODIFICATION AGREEMENT, THE TERMS
5
OF THE EXISTING LOAN DOCUMENTS REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
LENDERS' AGREEMENT TO MODIFICATIONS TO THE EXISTING OBLIGATIONS PURSUANT TO THIS
LOAN MODIFICATION AGREEMENT IN NO WAY SHALL OBLIGATE LENDERS TO MAKE ANY FUTURE
MODIFICATIONS TO THE OBLIGATIONS.
NOTHING IN THIS LOAN MODIFICATION AGREEMENT
SHALL CONSTITUTE A SATISFACTION OF THE OBLIGATIONS.
IT IS THE INTENTION OF
LENDERS AND NEW BORROWER TO RETAIN AS LIABLE PARTIES ALL MAKERS OF EXISTING LOAN
DOCUMENTS, UNLESS THE PARTY IS EXPRESSLY RELEASED BY LENDERS IN