AND ALL
PROCEEDS AND PRODUCTS THEREOF.
NEW BORROWER REPRESENTS, WARRANTS, AND COVENANTS
THAT THE SECURITY INTEREST GRANTED HEREIN IS AND SHALL AT ALL TIMES CONTINUE TO
BE A FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE COLLATERAL (SUBJECT ONLY
TO PERMITTED LIENS THAT MAY HAVE SUPERIOR PRIORITY TO LENDERS' LIEN UNDER THIS
AGREEMENT).
NEW BORROWER FURTHER COVENANTS AND AGREES THAT BY ITS EXECUTION
HEREOF IT SHALL PROVIDE ALL SUCH INFORMATION, COMPLETE ALL SUCH FORMS, AND TAKE
ALL SUCH ACTIONS, AND ENTER INTO ALL SUCH AGREEMENTS, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO LENDERS AND AGENT THAT ARE REASONABLY DEEMED
NECESSARY BY LENDERS AND AGENT IN ORDER TO GRANT A VALID, PERFECTED SECURITY
INTEREST TO LENDERS IN THE COLLATERAL.
NEW BORROWER HEREBY AUTHORIZES LENDERS
AND AGENT TO FILE FINANCING STATEMENTS, WITHOUT NOTICE TO NEW BORROWER, WITH ALL
APPROPRIATE JURISDICTIONS IN ORDER TO PERFECT OR PROTECT LENDERS' INTEREST OR
RIGHTS HEREUNDER, INCLUDING A NOTICE THAT ANY DISPOSITION OF THE COLLATERAL, BY
EITHER THE NEW BORROWER OR ANY OTHER PERSON, SHALL BE DEEMED TO VIOLATE THE
RIGHTS OF THE LENDERS UNDER THE CODE.
4.
REPRESENTATIONS AND WARRANTIES.
NEW BORROWER HEREBY REPRESENTS
AND WARRANTS TO LENDERS THAT ALL REPRESENTATIONS AND WARRANTIES IN THE LOAN
DOCUMENTS MADE ON THE PART OF EXISTING BORROWER ARE TRUE AND CORRECT ON THE DATE
HEREOF WITH RESPECT TO NEW BORROWER, WITH THE SAME FORCE AND EFFECT AS IF NEW
BORROWER WERE NAMED AS "BORROWER" IN THE LOAN DOCUMENTS IN ADDITION TO EXISTING
BORROWER.
1
5.
RATIFICATION OF EXISTING DOCUMENTS.
NEW BORROWER RATIFIES, CONFIRMS AND REAFFIRMS, ALL AND SINGULAR, THE TERMS AND
CONDITIONS OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION THE LOAN
AGREEMENT, AND ACKNOWLEDGES, CONFIRMS AND AGREES THAT, EXCEPT AS STATED IN THIS
LOAN MODIFICATION AGREEMENT, THE LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND
EFFECT.
6.
DELIVERY OF DOCUMENTS.
NEW BORROWER
HEREBY AGREES THAT THE FOLLOWING DOCUMENTS SHALL BE DELIVERED TO LENDERS
CONTEMPORANEOUSLY WITH DELIVERY OF THIS LOAN MODIFICATION AGREEMENT, EACH IN
FORM AND SUBSTANCE SATISFACTORY TO LENDERS:
A.
A CERTIFICATE OF THE SECRETARY OF NEW
BORROWER WITH RESPECT TO CERTIFICATE OF INCORPORATION, BY-LAWS, INCUMBENCY AND
RESOLUTIONS AUTHORIZING THE EXECUTION AND DELIVERY OF THIS LOAN MODIFICATION
AGREEMENT;
B.
CONSENT OF THE SHAREHOLDERS OF NEW
BORROWER AUTHORIZING THE EXECUTION AND DELIVERY OF THIS LOAN MODIFICATION
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (IF REQUIRED BY NEW BORROWER'S
CORPORATE DOCUMENTS);
C.
A LONG FORM CERTIFICATE OF THE SECRETARY
OF STATE OF DELAWARE CERTIFIED WITHIN THE PAST THIRTY (30) DAYS AS TO NEW
BORROWER'S EXISTENCE AND GOOD STANDING;
D.
CERTIFICATES OF GOOD STANDING/FOREIGN
QUALIFICATION, FROM EACH STATE IN WHICH NEW BORROWER IS AUTHORIZED TO DO
BUSINESS;
E.
A PERFECTION CERTIFICATE FOR NEW
BORROWER;
F.
A SECURITIES ACCOUNT CONTROL AGREEMENT
(SVB SECURITIES);
G.
AMENDMENT TO THAT CERTAIN DEPOSIT ACCOUNT
CONTROL AGREEMENT AMONG AGENT, MANUFACTURERS AND TRADERS TRUST COMPANY, AND
EXISTING BORROWER;
H.
A CERTIFIED COPY OF THE CERTIFICATE OF
COMPLIANCE, AS AMENDED, FOR PHARMATHENE CANADA, INC., A CANADIAN COMPANY AND
GUARANTOR PURSUANT TO THAT CERTAIN UNLIMITED GUARANTY DATED MARCH 30, 2007
("PHARMATHENE CANADA");