RATABLE BENEFIT OF THE LENDERS, AND
CONFIRMS THAT THE INDEBTEDNESS SECURED THEREBY INCLUDES, WITHOUT LIMITATION, THE
OBLIGATIONS.
7.
NO DEFENSES OF BORROWER.
BORROWER HEREBY ACKNOWLEDGES AND AGREES
THAT BORROWER HAS NO OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST LENDERS
WITH RESPECT TO THE OBLIGATIONS, OR OTHERWISE, AND THAT IF BORROWER NOW HAS, OR
EVER DID HAVE, ANY OFFSETS, DEFENSES, CLAIMS, OR COUNTERCLAIMS AGAINST LENDERS,
WHETHER KNOWN OR UNKNOWN, AT LAW OR IN EQUITY, ALL OF THEM ARE HEREBY EXPRESSLY
WAIVED AND BORROWER HEREBY RELEASES LENDERS FROM ANY LIABILITY THEREUNDER.
8.
CONTINUING VALIDITY.
BORROWER UNDERSTANDS AND AGREES THAT IN
MODIFYING THE EXISTING OBLIGATIONS, LENDERS ARE 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.
LENDERS' AGREEMENT TO MODIFICATIONS TO THE EXISTING
OBLIGATIONS PURSUANT TO THIS
LOAN MODIFICATION AGREEMENT IN NO WAY SHALL
OBLIGATE LENDERS 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 LENDERS AND BORROWER TO RETAIN AS LIABLE
PARTIES ALL MAKERS OF EXISTING LOAN DOCUMENTS, UNLESS THE PARTY IS EXPRESSLY
RELEASED BY LENDERS IN WRITING.
NO MAKER WILL BE RELEASED BY VIRTUE OF THIS
LOAN MODIFICATION AGREEMENT.
9.
COUNTERSIGNATURE.
THIS LOAN MODIFICATION AGREEMENT SHALL BECOME
EFFECTIVE ONLY WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND LENDERS.
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This Loan Modification Agreement is executed as a sealed
instrument under the laws of the Commonwealth of Massachusetts as of the date
first written above.
BORROWER:
AGENT:
PHARMATHENE, INC.
SILICON VALLEY BANK
By:
/c/ Christopher C. Camut
By:
/s/ Michael J. Hanewich
Name:
Christopher C. Camut
Name:
Michael J. Hanewich
Title:
Vice President, CFO
Title:
Head of Life Sciences
LENDERS:
OXFORD FINANCE CORPORATION
By:
/s/ John G. Henderson
Name:
John G. Henderson
Title:
Vice President and General Counsel
SILICON VALLEY BANK
By:
/s/ Michael J. Hanewich
Name:
Michael J. Hanewich
Title:
Head of Life Sciences