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.
CONCERNING REVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.
THE
BORROWER AFFIRMS AND REAFFIRMS THAT NOTWITHSTANDING THE TERMS OF THE SECURITY
DOCUMENTS TO THE CONTRARY, (I) THAT THE DEFINITION OF "CODE", "UCC" OR "UNIFORM
COMMERCIAL CODE" AS SET FORTH IN THE SECURITY DOCUMENTS SHALL BE DEEMED TO MEAN
AND REFER TO "THE UNIFORM COMMERCIAL CODE AS ADOPTED BY THE COMMONWEALTH OF
MASSACHUSETTS (PRESENTLY, MASS. GEN. LAWS. CH. 106), AS MAY BE AMENDED AND IN
EFFECT FROM TIME TO TIME AND (II) THE COLLATERAL IS ALL ASSETS OF THE BORROWER.
IN CONNECTION THEREWITH, THE COLLATERAL SHALL INCLUDE, WITHOUT LIMITATION, THE
FOLLOWING CATEGORIES OF ASSETS AS DEFINED IN THE CODE: GOODS (INCLUDING
INVENTORY, EQUIPMENT AND ANY ACCESSIONS THERETO), INSTRUMENTS (INCLUDING
PROMISSORY NOTES), DOCUMENTS, ACCOUNTS (INCLUDING HEALTH-CARE-INSURANCE
RECEIVABLES, AND LICENSE FEES), CHATTEL PAPER (WHETHER TANGIBLE OR ELECTRONIC),
DEPOSIT ACCOUNTS, LETTER-OF-CREDIT RIGHTS (WHETHER OR NOT THE LETTER OF CREDIT
IS EVIDENCED BY A WRITING), COMMERCIAL TORT CLAIMS, SECURITIES AND ALL OTHER
INVESTMENT PROPERTY, GENERAL INTANGIBLES (INCLUDING PAYMENT INTANGIBLES AND
SOFTWARE), SUPPORTING OBLIGATIONS AND ANY AND ALL PROCEEDS OF ANY THEREOF,
WHEREVER LOCATED, WHETHER NOW OWNED OR HEREAFTER ACQUIRED.
9.
CONSISTENT CHANGES.
THE EXISTING LOAN DOCUMENTS ARE HEREBY
AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED ABOVE.
10.
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.
11.
NO DEFENSES OF BORROWER.
BORROWER AGREES THAT, AS OF THIS DATE,
IT HAS NO DEFENSES AGAINST THE OBLIGATIONS TO PAY ANY AMOUNTS UNDER THE
OBLIGATIONS.
12.
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.
13.
RIGHT OF SET-OFF.
In consideration of Bank's agreement to enter
into this Loan Modification Agreement, Borrower and any guarantor hereby
reaffirm and hereby grant to Bank, a lien, security interest and right of setoff
as security for all Obligations to Bank, whether now existing or hereafter
arising upon and against all deposits, credits, collateral