as of the last day of each quarter thereafter, for the trailing six
(6) month period ending on the last day of the applicable fiscal quarter."
2.
THE COMPLIANCE CERTIFICATE APPEARING AS EXHIBIT B TO THE LOAN
AGREEMENT IS HEREBY REPLACED WITH THE COMPLIANCE CERTIFICATE ATTACHED AS
EXHIBIT A HERETO.
4.
FEES.
BORROWER SHALL PAY TO BANK A MODIFICATION FEE EQUAL TO
THIRTY FIVE THOUSAND DOLLARS ($35,000), WHICH FEE SHALL BE DUE ON THE DATE
HEREOF AND SHALL BE DEEMED FULLY EARNED AS OF THE DATE HEREOF.
BORROWER SHALL
ALSO REIMBURSE BANK FOR ALL LEGAL FEES AND EXPENSES INCURRED IN CONNECTION WITH
THIS AMENDMENT TO THE EXISTING LOAN DOCUMENTS.
5.
RATIFICATION OF IP SECURITY AGREEMENT.
ATI HEREBY RATIFIES,
CONFIRMS AND REAFFIRMS, ALL AND SINGULAR, THE TERMS AND CONDITIONS OF THE IP
SECURITY AGREEMENT, AND ACKNOWLEDGES, CONFIRMS AND AGREES THAT SAID IP SECURITY
AGREEMENT CONTAINS AN ACCURATE AND COMPLETE LISTING OF ALL REGISTERED
INTELLECTUAL PROPERTY AS DESCRIBED IN SAID IP SECURITY AGREEMENT AND SHALL
REMAIN IN FULL FORCE AND EFFECT.
6.
RATIFICATION OF PERFECTION CERTIFICATE.
BORROWER HEREBY
RATIFIES, CONFIRMS AND REAFFIRMS, ALL AND SINGULAR, THE TERMS AND DISCLOSURES
CONTAINED IN A CERTAIN PERFECTION CERTIFICATE DATED AS OF MARCH 12, 2010 BETWEEN
BORROWER AND BANK, AND ACKNOWLEDGES, CONFIRMS AND AGREES THE DISCLOSURES AND
INFORMATION BORROWER PROVIDED TO BANK IN THE PERFECTION CERTIFICATE HAVE NOT
CHANGED IN ANY MATERIAL RESPECT, AS OF THE DATE HEREOF.
7.
CONSISTENT CHANGES.
THE EXISTING LOAN DOCUMENTS ARE HEREBY
AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED ABOVE.
8.
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.
9.
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.
10.
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.
11.
CONFIDENTIALITY.
BANK MAY