ASSETS FROM THE
BORROWER TO ASPEN I AND THEN TO ASPEN II, FREE AND CLEAR OF ANY LIEN OR SECURITY
INTEREST OF SILICON, ON OR BEFORE JUNE 15, 2005, AND THE PLEDGE OF THE
TRANSFERRED ASSETS TO GUGGENHEIM IN CONNECTION WITH THE GUGGENHEIM FINANCING
AGREEMENTS (THE SUBSTANTIVE TERMS AND CONDITIONS OF WHICH ARE DETAILED ON
EXHIBIT A ANNEXED HERETO), PROVIDED (I) SUCH SALE OF THE TRANSFERRED ASSETS IS
MADE ON A "TRUE SALE", NON-RECOURSE BASIS CONSISTENT WITH BORROWER'S PAST
PRACTICES (EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THE GUGGENHEIM
TRANSACTIONS, (II) ON OR BEFORE THE DATE HEREOF, SILICON HAS BEEN FURNISHED WITH
A SCHEDULE, WITH REASONABLE DETAIL, IDENTIFYING THE SPECIFIC ACCOUNTS TO BE
SOLD, AND (III) NO SUCH ACCOUNTS ARE INCLUDED FOR BORROWING HEREUNDER AS AN EXIM
ELIGIBLE FOREIGN ACCOUNT FROM AND AFTER THE DATE OF SUCH SALE.
SILICON
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT SHALL RETAIN NO INTEREST IN OR TO
THE TRANSFERRED ASSETS, OR THE PAYMENTS REMITTED IN CONNECTION THEREWITH, AND
SILICON WILL RELEASE ANY AND ALL SUCH INTEREST IN THE TRANSFERRED ASSETS AS
PROVIDED IN THAT CERTAIN PARTIAL RELEASE AND ACKNOWLEDGEMENT
AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B ANNEXED
HERETO.
SILICON HEREBY CONFIRMS THAT FROM AND AFTER THE DATE HEREOF, NONE OF
THE TRANSFERRED ASSETS SHALL BE "COLLATERAL" OR "ACCOUNTS" UNDER ANY OF THE
EXISTING LOAN DOCUMENTS, AND MORE SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF
THE TRANSFERRED ASSETS SHALL BE "INTELLECTUAL PROPERTY" UNDER THOSE CERTAIN
NEGATIVE PLEDGE AGREEMENTS BETWEEN THE BORROWER AND SILICON, DATED JANUARY 30,
2003, AS AMENDED AND IN EFFECT FROM TIME TO TIME.
4.
FEES.
BORROWER SHALL REIMBURSE BANK
FOR ALL LEGAL FEES AND EXPENSES INCURRED IN CONNECTION WITH THIS AMENDMENT TO
THE EXISTING LOAN DOCUMENTS.
5.
RATIFICATION OF NEGATIVE PLEDGE.
BORROWER HEREBY RATIFIES, CONFIRMS AND REAFFIRMS, ALL AND SINGULAR, THE TERMS
AND CONDITIONS OF A CERTAIN NEGATIVE PLEDGE AGREEMENTS EACH DATED AS OF
JANUARY 30, 2003 BETWEEN BORROWER AND BANK, AND ACKNOWLEDGES, CONFIRMS AND
AGREES THAT SAID NEGATIVE PLEDGE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT, EXCEPT THAT, AS PROVIDED ABOVE, FROM AND AFTER THE DATE HEREOF, THE
"INTELLECTUAL PROPERTY" AS DEFINED THEREIN, SHALL NOT INCLUDE AND SHALL
SPECIFICALLY EXCLUDE ANY TRANSFERRED ASSETS.
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, IN
EACH CASE ALL AS MODIFIED HEREBY.
8.
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.
9.
CONTINUING VALIDITY.