of the Borrower and/or subordinated
debt incurred by the Borrower.
In no event shall the required amount of this Minimum Tangible Net Worth
covenant be decreased."
iv.
By deleting Section 5b. and Section 5c. of the Schedule to Loan Agreement.
v.
By deleting EXHIBIT B thereto in its entirety and inserting in lieu thereof
EXHIBIT B attached hereto.
4.
RATIFICATION OF INTELLECTUAL PROPERTY
SECURITY AGREEMENT. BORROWER HEREBY RATIFIES, CONFIRMS AND REAFFIRMS, ALL AND
SINGULAR, THE TERMS AND CONDITIONS OF A CERTAIN INTELLECTUAL PROPERTY SECURITY
AGREEMENT DATED AS OF MARCH 19, 2001 BETWEEN BORROWER AND BANK, AND
ACKNOWLEDGES, CONFIRMS AND AGREES THAT, EXCEPT AS PREVIOUSLY DISCLOSED IN
WRITING TO BANK, SAID INTELLECTUAL PROPERTY SECURITY AGREEMENT
CONTAINS AN ACCURATE AND
COMPLETE LISTING OF ALL INTELLECTUAL PROPERTY COLLATERAL (AS DEFINED IN SAID
INTELLECTUAL PROPERTY SECURITY AGREEMENT) AND SHALL REMAIN IN FULL FORCE AND
EFFECT.
5.
RATIFICATION OF PERFECTION CERTIFICATE.
BORROWER HEREBY RATIFIES, CONFIRMS, AND REAFFIRMS, ALL AND SINGULAR, THE TERMS
AND DISCLOSURES CONTAINED IN A CERTAIN PERFECTION CERTIFICATE DELIVERED TO THE
BANK ON OR ABOUT JUNE 7, 2004, AND ACKNOWLEDGES, CONFIRMS AND AGREES THE
DISCLOSURES AND INFORMATION PROVIDED THEREIN HAS NOT CHANGED, AS OF THE DATE
HEREOF.
6.
ADDITIONAL COVENANTS. BORROWER SHALL
NOT, WITHOUT PROVIDING THE BANK WITH THIRTY (30) DAYS PRIOR WRITTEN NOTICE:
(I) RELOCATE ITS PRINCIPAL EXECUTIVE OFFICE OR ADD ANY NEW OFFICES OR BUSINESS
LOCATIONS OR KEEP ANY COLLATERAL IN ANY ADDITIONAL LOCATIONS, OR (II) CHANGE ITS
JURISDICTION OF ORGANIZATION, OR (III) CHANGE ITS ORGANIZATIONAL STRUCTURE OR
TYPE, (IV) CHANGE ITS LEGAL NAME, OR (V) CHANGE ANY ORGANIZATIONAL NUMBER (IF
ANY) ASSIGNED BY ITS JURISDICTION OF ORGANIZATION. IN ADDITION, THE BORROWER
HEREBY CERTIFIES THAT NO COLLATERAL IS IN THE POSSESSION OF ANY THIRD PARTY
BAILEE OTHER THAN CORD LOGISTICS (SUCH AS AT A WAREHOUSE). 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.
7.
AUTHORIZATION TO FILE. BORROWER HEREBY
AUTHORIZES BANK TO FILE 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.
8.
CONSISTENT CHANGES. THE EXISTING LOAN
DOCUMENTS ARE HEREBY AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED
ABOVE.
9.
RATIFICATION OF LOAN DOCUMENTS.
BORROWER HEREBY RATIFIES, CONFIRMS, AND REAFFIRMS ALL TERMS AND CONDITIONS OF
THE EXISTING LOAN DOCUMENTS AND ALL SECURITY OR OTHER COLLATERAL GRANTED TO THE
BANK, AND CONFIRMS THAT THE INDEBTEDNESS SECURED THEREBY INCLUDES, WITHOUT
LIMITATION, THE OBLIGATIONS.
10.
NO DEFENSES OF BORROWER. THE BORROWER HEREBY
ACKNOWLEDGES AND AGREES THAT THE BORROWER HAS NO OFFSETS, DEFENSES, CLAIMS, OR
COUNTERCLAIMS AGAINST THE BANK OR THE BANK'S OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS, REPRESENTATIVES, PREDECESSORS, AFFILIATES, SUBSIDIARIES, PARENTS,
SUCCESSORS, AND ASSIGNS WITH RESPECT TO THE OBLIGATIONS, AND/OR THE EXISTING
LOAN DOCUMENTS, AND THAT IF THE BORROWER NOW HAS, OR EVER