OR PROHIBITED BY LAW
OR BY THE TERMS OF ANY SUCH LICENSE OR AGREEMENT (SUCH CONSENT OR AUTHORIZATION
MAY INCLUDE A LICENSOR'S AGREEMENT TO A CONTINGENT ASSIGNMENT OF THE LICENSE TO
BANK IF BANK DETERMINES THAT IS NECESSARY IN ITS GOOD FAITH JUDGMENT), WHETHER
NOW EXISTING OR ENTERED INTO IN THE FUTURE, AND (Y) BANK TO HAVE THE ABILITY IN
THE EVENT OF A LIQUIDATION OF ANY COLLATERAL TO DISPOSE OF SUCH COLLATERAL IN
ACCORDANCE WITH BANK'S RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
IN ADDITION, THE BORROWER HEREBY CERTIFIES THAT NO
COLLATERAL IS IN THE POSSESSION OF ANY THIRD PARTY BAILEE (SUCH AS AT A
WAREHOUSE) THAT HAS NOT OTHERWISE BEEN PREVIOUSLY DISCLOSED TO BANK.
IN THE
EVENT THAT BORROWER, AFTER THE DATE HEREOF, INTENDS TO STORE OR OTHERWISE
DELIVER THE COLLATERAL TO SUCH A BAILEE, THEN BORROWER SHALL FIRST RECEIVE THE
PRIOR WRITTEN CONSENT OF BANK AND SUCH BAILEE MUST ACKNOWLEDGE IN WRITING THAT
THE BAILEE IS HOLDING SUCH COLLATERAL FOR THE BENEFIT OF BANK.
BORROWER HEREBY
RATIFIES, CONFIRMS AND REAFFIRMS, ALL AND SINGULAR, THE TERMS AND DISCLOSURES
CONTAINED IN A CERTAIN PERFECTION CERTIFICATE DATED AS OF MARCH 6, 2009 (AS
UPDATED, AMENDED, AMENDED AND RESTATED, SUPPLEMENTED AND/OR MODIFIED AS OF THE
DATE HEREOF), AND ACKNOWLEDGES, CONFIRMS AND AGREES THE DISCLOSURES AND
INFORMATION PROVIDED BY BORROWER TO BANK IN THE PERFECTION CERTIFICATE (AS
UPDATED, AMENDED, AMENDED AND RESTATED, SUPPLEMENTED AND/OR MODIFIED AS OF THE
DATE HEREOF) HAS NOT CHANGED.
8.
AUTHORIZATION TO FILE.
BORROWER HEREBY AUTHORIZES BANK TO FILE
UCC FINANCING STATEMENTS WITHOUT NOTICE TO BORROWER, WITH ALL APPROPRIATE
JURISDICTIONS, AS BANK DEEMS APPROPRIATE, IN ORDER TO FURTHER PERFECT OR PROTECT
BANK'S INTEREST IN THE COLLATERAL, INCLUDING A NOTICE THAT ANY DISPOSITION OF
THE COLLATERAL, BY EITHER THE BORROWER OR ANY OTHER PERSON, SHALL BE DEEMED TO
VIOLATE THE RIGHTS OF THE BANK UNDER THE CODE.
9.
CONSISTENT CHANGES.
THE EXISTING LOAN DOCUMENTS ARE HEREBY
AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED ABOVE.
10.
RATIFICATION OF LOAN DOCUMENTS.
BORROWER HEREBY RATIFIES,
CONFIRMS, AND REAFFIRMS ALL TERMS AND CONDITIONS OF ALL SECURITY OR OTHER
COLLATERAL GRANTED TO THE BANK, AND CONFIRMS THAT THE INDEBTEDNESS SECURED
THEREBY INCLUDES, WITHOUT LIMITATION, THE OBLIGATIONS.
11.
NO DEFENSES OF BORROWER.
BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT BORROWER HAS NO OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST BANK
WITH RESPECT TO THE OBLIGATIONS, OR OTHERWISE, AND THAT IF BORROWER NOW HAS, OR
EVER DID HAVE, ANY OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST BANK,
WHETHER KNOWN OR UNKNOWN, AT LAW OR IN EQUITY, ALL OF THEM ARE HEREBY EXPRESSLY
WAIVED AND BORROWER HEREBY RELEASES BANK FROM ANY LIABILITY THEREUNDER.
12.
CONTINUING VALIDITY.
BORROWER UNDERSTANDS AND AGREES THAT IN
MODIFYING THE EXISTING OBLIGATIONS, BANK IS 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 OF THE EXISTING LOAN DOCUMENTS REMAIN UNCHANGED AND IN FULL
FORCE AND EFFECT.
BANK'S AGREEMENT TO MODIFICATIONS TO