ENTER INTO THIS LOAN MODIFICATION AGREEMENT, BORROWER HEREBY REAFFIRMS AND
HEREBY GRANTS TO BANK, A LIEN, SECURITY INTEREST AND RIGHT OF SET OFF AS
SECURITY FOR ALL OBLIGATIONS TO BANK, WHETHER NOW EXISTING OR HEREAFTER ARISING
UPON AND AGAINST ALL DEPOSITS, CREDITS, COLLATERAL AND PROPERTY, NOW OR
HEREAFTER IN THE POSSESSION, CUSTODY, SAFEKEEPING OR CONTROL OF BANK OR ANY
ENTITY
8
under the control of Silicon Valley Bank
(including a Bank subsidiary) or in
transit to any of them.
At any time after the occurrence and during the
continuance of an Event of Default, without demand or notice, Bank may set off
the same or any part thereof and apply the same to any liability or obligation
of Borrower even though unmatured and regardless of the adequacy of any other
collateral securing the loan.
ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE
ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE
OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.
13.
CONFIDENTIALITY.
BANK MAY USE CONFIDENTIAL INFORMATION FOR
THE DEVELOPMENT OF DATABASES, REPORTING PURPOSES, AND MARKET ANALYSIS, SO LONG
AS SUCH CONFIDENTIAL INFORMATION IS AGGREGATED AND ANONYMIZED PRIOR TO
DISTRIBUTION UNLESS OTHERWISE EXPRESSLY PERMITTED BY BORROWER.
THE PROVISIONS
OF THE IMMEDIATELY PRECEDING SENTENCE SHALL SURVIVE THE TERMINATION OF THE LOAN
AGREEMENT.
14.
JURISDICTION/VENUE/TRIAL WAIVER.
BORROWER ACCEPTS FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, UNCONDITIONALLY, THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF ILLINOIS IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST IT
WHICH ARISES OUT OF OR BY REASON OF THIS LOAN MODIFICATION AGREEMENT.
NOTWITHSTANDING THE FOREGOING,
THE BANK SHALL HAVE THE RIGHT TO BRING ANY
ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY
OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK'S RIGHTS AGAINST THE
BORROWER OR ITS PROPERTY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR BASED UPON THIS LOAN MODIFICATION AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF
DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES
TO ENTER INTO THIS LOAN MODIFICATION AGREEMENT.
EACH PARTY HAS REVIEWED THIS
WAIVER WITH ITS COUNSEL.
15.
COUNTERSIGNATURE.
THIS LOAN MODIFICATION AGREEMENT SHALL
BECOME EFFECTIVE ONLY WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND BANK.
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9
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as a sealed instrument under the laws of the State of
Illinois as of the Second Loan Modification (Domestic) Effective Date.
BORROWER:
STEREOTAXIS, INC.
By___/s/ Daniel J. Johnston____________________
Name:_Daniel J. Johnston______________________
Title:__CFO________________________________
STEREOTAXIS INTERNATIONAL, INC.
By___/s/