WITH THIS LOAN MODIFICATION AGREEMENT, NETWORK
DELIVERED TO BANK A PERFECTION CERTIFICATE SIGNED BY NETWORK (THE "PERFECTION
CERTIFICATE").
NETWORK REPRESENTS AND WARRANTS TO BANK THAT: (I) NETWORK'S
EXACT LEGAL NAME IS THAT INDICATED ON THE PERFECTION CERTIFICATE AND ON THE
SIGNATURE PAGE HEREOF; AND (II) NETWORK IS AN ORGANIZATION OF THE TYPE, AND IS
ORGANIZED IN THE JURISDICTION, SET FORTH IN THE PERFECTION CERTIFICATE; AND
(III) THE PERFECTION CERTIFICATE ACCURATELY SETS FORTH NETWORK'S ORGANIZATIONAL
IDENTIFICATION NUMBER OR ACCURATELY STATES THAT NETWORK HAS NONE; AND (IV) THE
PERFECTION CERTIFICATE ACCURATELY SETS FORTH NETWORK'S PLACE OF BUSINESS, OR, IF
MORE THAN ONE, ITS CHIEF EXECUTIVE OFFICE AS WELL AS NETWORK'S MAILING ADDRESS
IF DIFFERENT, AND (V) ALL OTHER INFORMATION SET FORTH ON THE PERFECTION
CERTIFICATE PERTAINING TO NETWORK IS ACCURATE AND COMPLETE.
(B)
ALLIANCE HEREBY RATIFIES, CONFIRMS AND REAFFIRMS, ALL AND
SINGULAR, THE TERMS AND DISCLOSURES CONTAINED IN A CERTAIN PERFECTION
CERTIFICATE DATED AS OF OCTOBER 11, 2007, BETWEEN ALLIANCE AND BANK, AND
ACKNOWLEDGES, CONFIRMS AND AGREES THE DISCLOSURES AND INFORMATION ALLIANCE
PROVIDED TO BANK IN THE PERFECTION CERTIFICATE HAVE NOT CHANGED, AS OF THE DATE
HEREOF.
6.
CONSISTENT CHANGES.
THE EXISTING LOAN DOCUMENTS ARE HEREBY
AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED ABOVE.
7.
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.
8.
NO DEFENSES OF BORROWER.
BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT, AS OF THE DATE OF THIS LOAN MODIFICATION AGREEMENT, 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.
9.
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 THE EXISTING OBLIGATIONS
PURSUANT TO THIS LOAN MODIFICATION AGREEMENT IN NO WAY SHALL OBLIGATE BANK 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 BANK AND BORROWER TO RETAIN AS LIABLE PARTIES ALL MAKERS OF
EXISTING LOAN DOCUMENTS, UNLESS THE PARTY IS EXPRESSLY RELEASED BY BANK IN
WRITING.
NO MAKER WILL BE RELEASED BY VIRTUE OF THIS LOAN MODIFICATION
AGREEMENT.
10.
COUNTERSIGNATURE.
THIS LOAN MODIFICATION AGREEMENT SHALL BECOME
EFFECTIVE ONLY WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND BANK.
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This Loan Modification Agreement is executed as a sealed instrument under the