2.5. Repayment of Loan.(a) Borrower shall make monthly payments of all interest accrued on the Loan as provided inthe Note. The Loan shall mature, and the principal amount thereof and all unpaid interest, fees,expenses and other amounts payable under the Loan Documents shall be due and payable as provided inthe Note.(b) Bank may make Advances to Borrower (whether or not in excess of the lesser of theMaximum Loan Amount and the Borrowing Base) and apply such amounts to the payment of interest,fees, expenses and other amounts to which Bank may be entitled from time to time and Bank is herebyirrevocably authorized to do so without the consent of Borrower.(c) Borrower shall make each payment of principal of and interest on the Loan and feeshereunder not later than 12:00 noon (local time Philadelphia, PA) on the date when due, without setoff, counterclaim or other deduction, in immediately available funds to Bank at its addressreferred to in Section 10.4. Whenever any payment of principal of, or interest on, the Loan or offees shall be due on a day which is not a Business Day, the date for payment thereof shall beextended to the next succeeding Business Day. If the date for any payment of principal is extendedby operation of law or otherwise, interest thereon shall be payable for such extended time.(d) To the extent that the aggregate amount of all Advances exceeds the lesser of theMaximum Loan Amount or the Borrowing Base, the amount of such excess will be paid immediately toBank upon Bank’s demand.2.6. Overdue Amounts. Any payments not made as and when due shall bear interest fromthe date due until paid at the Default Rate, in Bank’s discretion. In addition, in the event anypayments are fifteen (15) days or more beyond their due date, Borrower shall pay Bank a “latecharge” equal to $500.00 or five percent (5.00%) of the amount due on the due date, whichever isless.2.7. Calculation of Interest. All interest under the Note or hereunder shall becalculated on the basis of the Actual/360 Computation, as defined in the Note.2.8 Sales Tax. Borrower shall notify Bank if any Account includes any sales or othersimilar tax and Bank may, but shall not be obligated to, remit any such taxes directly to thetaxing authority and make Advances therefor. In no event shall Bank be liable for any such taxes.2.9 Fees. Borrower shall remit to Bank a commitment fee of Seventy Thousand Dollars($70,000.00) on the date hereof.
 
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2.10 Statement of Account. If Bank provides Borrower with a statement of account on aperiodic basis, such statement will be presumed complete and accurate and will be definitive andbinding on Borrower, unless objected to with specificity by Borrower in writing within forty-five(45) days after receipt.**3. ****Conditions Precedent to Borrowing****.**Prior to any Advance, the following conditionsshall have been satisfied, in the sole opinion of Bank and its counsel:3.1. Conditions Precedent to Initial Advance. In addition to any other requirementset forth in this Agreement, Bank will not make the initial Advance under the Loan unless and untilthe following conditions shall have been satisfied:(a) Loan Documents. Borrower and each other party to any Loan Document, asapplicable, shall have executed and delivered this Agreement, the Note, and other required LoanDocuments, all in form and substance satisfactory to Bank.(b) Supporting Documents. Borrower shall cause to be delivered to Bank the followingdocuments:(i) A copy of the governing instruments of Borrower and the Surety, and a goodstanding certificate of Borrower the Surety, certified by the appropriate official of itsstate of incorporation and the State of Pennsylvania, if different;(ii) Certified resolutions of the board of directors (or other appropriate Persons)of Borrower and each other Person executing any Loan Documents, including, withoutlimitation, the Surety, signed by the Secretary or another authorized officer of Borrower orsuch other Person, including, without limitation, the Surety, authorizing the execution,delivery and performance of the Loan Documents;(iii) Satisfactory evidence of payment of all fees due and reimbursement of all costsincurred by Bank, and evidence of payment to other parties of all fees or costs whichBorrower is required under this Agreement to pay by the date of the initial Advance;(iv) UCC searches and other Lien searches showing no existing security interests inor Liens on the Collateral.(c) Reserve Account. The Reserve Account, as defined in the Security and ControlAgreement Regarding Reserve Account executed by the Surety in favor of the Bank of even dateherewith, shall have been established and funded in a manner acceptable to the Bank.(d) Perfection of Liens. UCC-1 financing statements and, if applicable, certificatesof title covering the Collateral shall duly have been recorded or filed in the manner and placesrequired by law to establish, preserve, protect and perfect the interests and rightscreated or intended to be created by the Security Agreement; and all taxes, fees and othercharges in connection with the execution, delivery and filing of the Security Agreement and thefinancing statements shall duly have been paid.
 
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(e) Additional Documents. Borrower shall have delivered to Bank all additionalopinions, documents, certificates and other assurances that Bank or its counsel may require.(f) Payment of Fees. Borrower shall have paid all fees, costs and expenses asrequired by the Loan Documents in connection with the Closing.3.2. Conditions Precedent to Each Advance. The following conditions, in addition toany other requirements set forth in this Agreement, shall have been met or performed by the AdvanceDate with respect to any Advance Request and each Advance Request (whether or not a written AdvanceRequest is required) shall be deemed to be a representation that all such conditions have beensatisfied:(a) Advance Request. Borrower shall have delivered to Bank an Advance Request andother information, as required under Section 2.4(a).(b) No Default. No Default shall have occurred and be continuing or could occur uponthe making of the Advance in question and, if Borrower is required to deliver a written AdvanceRequest, Borrower shall have delivered to Bank an officer’s certificate to such effect, which maybe incorporated in the Advance Request.(c) Correctness of Representations. All representations and warranties made byBorrower and any Surety herein or otherwise in writing in connection herewith shall be true andcorrect in all material respects with the same effect as though the representations and warrantieshad been made on and as of the proposed Advance Date, and, if Borrower is required to deliver awritten Advance Request, Borrower shall have delivered to Bank an officer’s certificate to sucheffect, which may be incorporated in the Advance Request.(d) No Adverse Change. There shall have been no change which could have a MaterialAdverse Effect on the condition, financial or otherwise, of Borrower, any Subsidiary or any Suretyfrom such condition as it existed on the date of the most recent financial statements of suchPerson delivered prior to date hereof.(e) Limitations Not Exceeded. The proposed Advance shall not cause the outstandingprincipal balance of the Loan to exceed the lesser of the Maximum Loan Amount or the BorrowingBase.(f) No Termination. Bank shall not have received notice from any Surety or anysurety terminating or repudiating such Person’s guaranty of the Indebtedness incurred by Borrower.
 
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(g) Further Assurances. Borrower shall have delivered such further documentation orassurances as Bank may reasonably require.**4. ****Representations and Warranties****.**In order to induce Bank to enter into thisAgreement and to make the Loan provided for herein, Borrower makes the following representationsand warranties, all of which shall survive the execution and delivery of the Loan Documents.Unless otherwise specified, such representations and warranties shall be deemed made as of the datehereof and as of the Advance Date of any Advance by Bank to Borrower:4.1. Valid Existence and Power. Each of Borrower and the Surety is a corporation orlimited liability company duly organized, validly existing and in good standing under the laws ofthe jurisdiction of its organization and is duly qualified or licensed to transact business in allplaces where the failure to be so qualified would have a Material Adverse Effect on it. Each ofBorrower and each other Person which is a party to any Loan Document (other than Bank) has thepower to make and perform the Loan Documents executed by it and all such instruments willconstitute the legal, valid and binding obligations of such Person, enforceable in accordance withtheir respective terms, subject only to bankruptcy and similar laws affecting creditors’ rightsgenerally.4.2. Authority. The execution, delivery and performance thereof by Borrower and eachother Person (other than Bank) executing any Loan Document have been duly authorized by allnecessary action of such Person, and do not and will not violate any provision of law orregulation, or any writ, order or decree of any court or governmental or regulatory authority oragency or any provision of the governing instruments of such Person, and do not and will not, withthe passage of time or the giving of notice, result in a breach of, or constitute a default orrequire any consent under, or result in the creation of any Lien upon any property or assets ofsuch Person pursuant to, any law, regulation, instrument or agreement to which any such Person is aparty or by which any such Person or its respective properties may be subject, bound or affected.4.3. Financial Condition. Other than as disclosed in financial statements deliveredon or prior to the date hereof to Bank, neither Borrower nor any Subsidiary nor (to the knowledgeof Borrower) any Surety has any direct or contingent obligations or liabilities (including anyguarantees or leases) or any material unrealized or anticipated losses from any commitments of suchPerson. All such financial statements have been prepared in accordance with GAAP and fairlypresent the financial condition of Borrower, Subsidiary or Surety, as the case may be, as of thedate thereof. Borrower is not aware of any material adverse fact (other than facts which aregenerally available to the public and not particular to Borrower, such as general economic orindustry trends) concerning the conditions or future prospects of Borrower or any Subsidiary or anySurety which has not been fully disclosed to Bank, including any adverse change in the operationsor financial condition of such Person since the date of the most recent financial statementsdelivered to Bank. Each of Borrower and the Surety is Solvent, and after consummation of thetransactions set forth in this Agreement and the other Loan documents, Borrower and the Surety willbe Solvent.
 
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4.4. Litigation. There are no suits or proceedings pending, or to the knowledge ofBorrower threatened, before any court or by or before any governmental or regulatory authority,commission, bureau or agency or public regulatory body against or affecting Borrower, anySubsidiary or any Surety, or their assets, which if adversely determined would have a MaterialAdverse Effect on the financial condition or business of Borrower, such Subsidiary or such Surety.4.5. Agreements, Etc. Neither Borrower nor any Subsidiary is a party to anyagreement or instrument or subject to any court order, governmental decree or any charter or othercorporate restriction, adversely affecting its business, assets, operations or condition (financialor otherwise), nor is any such Person in default in the performance, observance or fulfillment ofany of the obligations, covenants or conditions contained in any agreement or instrument to whichit is a party, or any law, regulation, decree, order or the like.4.6. Authorizations. All authorizations, consents, approvals and licenses requiredunder applicable law or regulation for the ownership or operation of the property owned or operatedby Borrower or any Subsidiary or for the conduct of any business in which it is engaged have beenduly issued and are in full force and effect, and it is not in default, nor has any event occurredwhich with the passage of time or the giving of notice, or both, would constitute a default, underany of the terms or provisions of any part thereof, or under any order, decree, ruling, regulation,closing agreement or other decision or instrument of any governmental commission, bureau or otheradministrative agency or public regulatory body having jurisdiction over such Person, which defaultwould have a material adverse effect on such Person. Except as noted herein, no approval, consentor authorization of, or filing or registration with, any governmental commission, bureau or otherregulatory authority or agency is required with respect to the execution, delivery or performanceof any Loan Document.4.7. Intentionally Omitted.4.8. Collateral. The security interests granted to Bank herein and pursuant to anyother Security Agreement (a) constitute and, as to subsequently acquired property included in theCollateral covered by the Security Agreement, will constitute, security interests under the Codeentitled to all of the rights, benefits and priorities provided by the Code and (b) are, and as tosuch subsequently acquired Collateral will be, fully perfected, superior and prior to the rights ofall third persons, now existing or hereafter arising.4.9. Taxes. Borrower, Surety and each Subsidiary have filed all federal and stateincome and other tax returns which are required to be filed, and have paid all taxes as shown onsaid returns and all taxes, including withholding, FICA and advalorem taxes, shownon all assessments received by it to the extent that such taxes have become due. None of Borrower,Surety, nor any Subsidiary is subject to any federal, state or local tax Liens nor has such Personreceived any notice of deficiency or other official notice to pay any taxes. Borrower, Surety andeach Subsidiary have paid all sales and excise taxes payable by it.4.10. Intentionally Omitted.
 
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4.11. Intentionally Omitted.4.12. Judgment Liens. Neither Borrower, nor Surety, nor any Subsidiary, nor any oftheir assets, are subject to any unpaid judgments (whether or not stayed) or any judgment liens inany jurisdiction.4.13.  Subsidiaries. Borrower has provided Bank with a list of its Subsidiaries.4.14. Intentionally Omitted.4.15. Intentionally Omitted.4.16. Investment Company Act. Neither Borrower nor any Subsidiary is an “investmentcompany” as defined in the Investment Company Act of 1940, as amended.4.17. Insider. Borrower is not, and no Person having “control” (as that term isdefined in 12 U.S.C.. 375(b)(5) or in regulations promulgated pursuant thereto) of Borrower is,an “executive officer,” “director,” or “principal shareholder” (as those terms are defined in 12U.S.C.. 375(b) or in regulations promulgated pursuant thereto) of Bank, of a bank holding companyof which Bank is a subsidiary, or of any subsidiary of a bank holding company of which Bank is asubsidiary.4.18. Compliance with Covenants; No Default. Borrower is, and upon funding of theLoan will be, in compliance with all of the covenants hereof. No Default has occurred, and theexecution, delivery and performance of the Loan Documents and the funding of the Loan will notcause a Default.4.19. Full Disclosure. There is no material fact which is known or which should beknown by Borrower that Borrower has not disclosed to Bank which could have a Material AdverseEffect. No Loan Document, nor any agreement, document, certificate or statement delivered byBorrower to Bank, contains any untrue statement of a material fact or omits to state any materialfact which is known or which should be known by Borrower necessary to keep the other statementsfrom being misleading.**5**. **Affirmative Covenants of Borrower**. Borrower covenants and agrees that from thedate hereof and until payment in full of the Indebtedness and the formal termination of thisAgreement, Borrower, Surety and each Subsidiary:5.1. Use of Loan Proceeds. Shall use the proceeds of the Loan only to provideinterim funding for construction at its new global headquarters in York, Pennsylvania, and shallfurnish Bank all evidence that it may reasonably require with respect to such use.5.2. Intentionally Omitted.
 
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5.3. Insurance. Shall maintain such liability insurance, workers’ compensationinsurance, business interruption insurance and casualty insurance as may be required by law.5.4. Notice of Default. Shall provide to Bank immediate notice of (a) the occurrenceof a Default and what action (if any) Borrower is taking to correct the same, (b) any materiallitigation or material changes in existing litigation or any judgment against it or its assets, orSurety or Surety’s assets, (c) any material damage or loss to property, and (d) any notice fromtaxing authorities as to claimed deficiencies or any tax lien with respect to Borrower or Surety.5.5. Intentionally Omitted.5.6. Additional Information. Shall furnish to Bank the following periodicinformation:(a) No Default Certificates. Together with each request for an Advance, acertificate of an authorized officer of Borrower that no Default or event of default then exists orif a Default or event of default exists, the nature and duration thereof and Borrower’s intentionwith respect thereto; and(b) Other Information. Such other information reasonably requested by Bank from timeto time concerning the business, properties or financial condition of Borrower, Surety and anySubsidiaries.5.7. Maintenance of Existence and Rights. Shall preserve and maintain its corporateexistence, authorities to transact business, rights and franchises, trade names, patents,trademarks and permits necessary to the conduct of its business.5.8. Payment of Taxes, Etc. Shall pay before delinquent all of its debts and taxes,except that Bank shall not unreasonably withhold its consent to nonpayment of taxes being activelycontested in accordance with law (provided that Bank may require bonding or other assurances).5.9. Further Assurances. Shall take such further action and provide to Bank suchfurther assurances as may be reasonably requested to ensure compliance with the intent of thisAgreement and the other Loan Documents.**6. ****Negative Covenants of Borrower**. Borrower covenants and agrees that from the datehereof and until payment in full of the Indebtedness and the formal termination of this Agreement,Borrower and each Subsidiary:6.1. No Change in Name, Offices. Shall not, unless it shall have given 60 days’advance written notice thereof to Bank, change its name or the location of its chief executiveoffice or other office where books or records are kept.
 
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6.2. Margin Stock. Shall not use any proceeds of the Loan to purchase or carry anymargin stock (within the meaning of Regulation U of the Board of Governors of Federal ReserveSystem) or extend credit to others for the purpose of purchasing or carrying any margin stock.6.3. Change of Trade or Fictitious Name. Shall give Bank thirty (30) days priorwritten notice of any new trade or fictitious name. Borrower’s use of any trade or fictitious nameshall be in compliance with all laws regarding the use of such names.6.4. Liquidation, Mergers, Consolidations and Dispositions of Substantial Assets.Shall not dissolve or liquidate, or become a party to any merger or consolidation, or acquire bypurchase, lease or otherwise, all or a substantial part (more than 10% in the aggregate during theterm hereof) of the assets of any Person, or sell, transfer, lease or otherwise dispose of all or asubstantial part (more than 10% in the aggregate during the term hereof) of its property or assets,or sell or dispose of any equity ownership interests in any Subsidiary.**7.****Intentionally Omitted**.**8.****Default**.8.1. Events of Default. Each of the following shall constitute an Event of Default:(a) There shall occur any default by Borrower in the payment, when due, of any principal of orinterest on the Note, any amounts due hereunder or any other Loan Document, or any otherIndebtedness; or(b) There shall occur any default by Borrower or any other party to any Loan Document or otherloan document or agreement between Borrower or any Surety and the Bank (other than Bank) in theperformance of any agreement, covenant or obligation contained in this Agreement or such LoanDocument or other document or agreement not provided for elsewhere in this Section 8; or(c) Any representation or warranty made by Borrower or any other party to any Loan Document(other than Bank) herein or therein or in any certificate or report furnished in connectionherewith or therewith shall prove to have been untrue or incorrect in any material respect whenmade; or(d) Any other obligation now or hereafter owed by Borrower or any Subsidiary or Surety to Bankshall be in default and not cured within the grace period, if any, which default entitles theobligee to accelerate any such obligations or exercise other remedies with respect thereto; or
 
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(e) Borrower or any Subsidiary or Surety shall (A) voluntarily dissolve, liquidate orterminate operations or apply for or consent to the appointment of, or the taking of possession by,a receiver, custodian, trustee or liquidator of such Person or of all or of a substantial part ofits assets, (B) admit in writing its inability, or be generally unable, to pay its debts as thedebts become due, (C) make a general assignment for the benefit of its creditors, (D) commence avoluntary case under the federal Bankruptcy Code (as now or hereafter in effect), (E) file apetition seeking to take advantage of any other law relating to bankruptcy, insolvency,reorganization, winding-up, or composition or adjustment of debts, (F) fail to controvert in atimely and appropriate manner, or acquiesce in writing to, any petition filed against it in aninvoluntary case under Bankruptcy Code, or (G) take any corporate action for the purpose ofeffecting any of the foregoing; or(f) An involuntary petition or complaint shall be filed against Borrower or any Subsidiary orany Surety seeking bankruptcy relief or reorganization or the appointment of a receiver, custodian,trustee, intervenor or liquidator of Borrower or any Subsidiary or any Surety, of all orsubstantially all of its assets, and such petition or complaint shall not have been dismissedwithin sixty (60) days of the filing thereof; or an order, order for relief, judgment or decreeshall be entered by any court of competent jurisdiction or other competent authority approving orordering any of the foregoing actions; or(g) A judgment in excess of $10,000 shall be rendered against the Borrower or any Subsidiaryor Surety and shall remain undischarged, undismissed and unstayed for more than ten days (exceptjudgments validly covered by insurance with a deductible of not more than $10,000) or there shalloccur any levy upon, or attachment, garnishment or other seizure of, any material portion of theCollateral or other assets of Borrower, any Subsidiary or any Surety by reason of the issuance ofany tax levy, judicial attachment or garnishment or levy of execution; or(h) Borrower, any Subsidiary or any Surety shall fail to pay, on demand, any returned ordishonored draft, check, or other item which has been presented to Bank and for which Borrower hasreceived provisional credit; or(i) Any Surety shall repudiate or revoke any Surety Agreement; or(j) The making of any levy, seizure or attachment upon any assets of the Borrower or Surety;or(k) There shall occur any change in the condition (financial or otherwise) of Borrower and/orany Surety which, in the reasonable opinion of Bank, could have a Material Adverse Effect.8.2. Remedies. If any Default shall occur, Bank may, without notice to Borrower, atits option, withhold further Advances to Borrower. If an Event of Default shall have occurred andbe continuing, Bank may at its option, declare any or all Indebtedness to be immediately due andpayable (if not earlier demanded), terminate its obligation to make Advances to Borrower, bringsuit against Borrower to collect the Indebtedness, exercise anyremedy available to Bank hereunder or at law and take any action or exercise any remedyprovided herein or in any other Loan Document or under applicable law. No remedy shall beexclusive of other remedies or impair the right of Bank to exercise any other remedies.
 
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8.3. Receiver. In addition to any other remedy available to it, Bank shall have theabsolute right, upon the occurrence of an Event of Default, to seek and obtain the appointment of areceiver to take possession of and operate and/or dispose of the business and assets of Borrowerand any costs and expenses incurred by Bank in connection with such receivership shall bearinterest at the Default Rate, at Bank’s option.8.4 Deposits; Insurance. After the occurrence of an Event of Default, Borrowerauthorizes Bank to collect and apply against the Indebtedness when due any cash or deposit accountsin its possession, and irrevocably appoints Bank as its attorney-in-fact to endorse any check ordraft or take other action necessary to obtain such funds.**9.****Intentionally Omitted**.**10.****Miscellaneous****.**10.1. No Waiver, Remedies Cumulative. No failure on the part of Bank to exercise,and no delay in exercising, any right hereunder or under any other Loan Document shall operate as awaiver thereof, nor shall any single or partial exercise of any right hereunder preclude any otheror further exercise thereof or the exercise of any other right. The remedies herein provided arecumulative and are in addition to any other remedies provided by law, any Loan Document orotherwise.10.2. Survival of Representations. All representations and warranties made hereinshall survive the making of the Loan hereunder and the delivery of the Note, and shall continue infull force and effect so long as any Indebtedness is outstanding, there exists any commitment byBank to Borrower, and until this Agreement is formally terminated in writing.10.3. Indemnity By Borrower; Expenses. In addition to all other Indebtedness,Borrower agrees to defend, protect, indemnify and hold harmless Bank and its Affiliates and all oftheir respective officers, directors, employees, attorneys, consultants and agents from and againstany and all losses, damages, liabilities, obligations, penalties, fees, costs and expenses(including, without limitation, attorneys’ and paralegals’ fees, costs and expenses) incurred bysuch indemnitees, whether prior to or from and after the date hereof, as a result of or arisingfrom or relating to (i) the due diligence effort (including, without limitation, public recordsearch, recording fees, examinations and investigations of the properties of Borrower andBorrower’s operations), negotiation, preparation, execution and/or performance of any of the LoanDocuments or of any document executed in connection with the transactions contemplated thereby,maintenance of the Loan by Bank, and any and all amendments, modifications, and supplements of anyof the Loan Documents or restructuring of the Indebtedness, (ii) any suit, investigation, action orproceeding by any Person (other than Borrower), whether threatened or initiated, asserting a claimfor any legal or
 
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equitable remedy against any Person under any statute, regulation or common law principle, arising from or in connection with Bank’sfurnishing of funds to Borrower under this Agreement, (iii) Bank’s preservation, administration andenforcement of its rights under the Loan Documents and applicable law, including fifteen percent(15%) of the outstanding Indebtedness as attorneys fees if collected by or through an attorney atlaw and disbursements of counsel for Bank in connection therewith, whether suit be brought or notand whether incurred at trial or on appeal; and/or (iv) any matter relating to the financingtransactions contemplated by the Loan Documents or by any document execution in connection with thetransactions contemplated thereby, other than for such loss, damage, liability, obligation,penalty, fee, cost or expense arising from such indemnitee’s gross negligence or willfulmisconduct. In addition, Borrower agrees to pay and save Bank harmless against any liability forpayment of any state documentary stamp taxes, intangible taxes or similar taxes (including interestor penalties, if any) which may now or hereafter be determined to be payable in respect to theexecution, delivery or recording of any Loan Document or the making of any Advance, whetheroriginally thought to be due or not, and regardless of any mistake of fact or law on the part ofBank or Borrower with respect to the applicability of such tax. Borrower’s obligation forindemnification for all of the foregoing losses, damages, liabilities, obligations, penalties,fees, costs and expenses of Bank shall be part of the Indebtedness, chargeable against Borrower’sloan account, and shall survive termination of this Agreement.10.4. Notices. Any notice or other communication hereunder under the Note to anyparty hereto or thereto shall be by hand delivery, overnight delivery, facsimile, telegram, telexor registered or certified mail and unless otherwise provided herein shall be deemed to have beengiven or made when delivered, telegraphed, telexed, faxed or three (3) Business Days after havingbeen deposited in the mails, postage prepaid, addressed to the party at its address specified below(or at any other address that the party may hereafter specify to the other parties in writing):       Bank: Univest National Bank and Trust Co.    14 N. Main Street    P.O. Box 64197    Souderton, PA 18964-0197    Attn: William D. Maeglin, Executive Vice President
 
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       with a copy to:      Fox Rothschild LLP    10 Sentry Parkway, suite 200    P.O. Box 3001    Blue Bell, PA 19422-3001    Attn: Marc B. Davis, Esquire       Borrower: Unilife Cross Farm LLC    637 Lowther Road    Lewisberry, PA 17339    Attn: Chief Financial Officer10.5. Governing Law. This Agreement and the Loan Documents shall be deemed contractsmade under the laws of the Commonwealth of Pennsylvania and shall be governed by and construed inaccordance with the laws of said state (excluding its conflict of laws provisions if suchprovisions would require application of the laws of another jurisdiction).10.6. Successors and Assigns. This Agreement shall be binding upon and shall inureto the benefit of Borrower and Bank, and their respective successors and assigns; provided, thatBorrower may not assign any of its rights hereunder without the prior written consent of Bank, andany such assignment made without such consent will be void.10.7. Counterparts. This Agreement may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original and all of which when taken together shall constitute but one and thesame instrument.10.8. No Usury. Regardless of any other provision of this Agreement, the Note or inany other Loan Document, if for any reason the effective interest should exceed the maximum lawfulinterest, the effective interest shall be deemed reduced to, and shall be, such maximum lawfulinterest, and (i) the amount which would be excessive interest shall be deemed applied to thereduction of the principal balance of the Note and not to the payment of interest, and (ii) if theloan evidenced by the Note has been or is thereby paid in full, the excess shall be returned to theparty paying same, such application to the principal balance of the Note or the refunding of excessto be a complete settlement and acquittance thereof.
 
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10.9. Powers. All powers of attorney granted to Bank are coupled with an interestand are irrevocable.10.10. Approvals. If this Agreement calls for the approval or consent of Bank, suchapproval or consent may be given or withheld in the discretion of Bank unless otherwise specifiedherein.10.11. Litigation. BORROWER CONSENTS TO THE JURISDICTION OF THE COURTS OF THECOMMONWEALTH OF PENNSYLVANIA AND THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OFPENNSYLVANIA IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING UNDER OR IN CONNECTION WITH THISAGREEMENT OR THE OTHER LOAN DOCUMENTS. IF ANY ACTION IN CONNECTION WITH ANY SUCH CLAIM ISCOMMENCED BY THE BANK AGAINST THE BORROWER IN ANY SUCH COURT, THE BORROWER ALSO AGREES THAT SERVICEOR PROCESS MAY BE MADE ON THE BORROWER BY CERTIFIED OR REGISTERED MAIL ADDRESSED TO THE BORROWER ATITS ADDRESS SPECIFIED IN SECTION 10.4.THE BORROWER WAIVES TRIAL BY JURY AND THE RIGHT TO INTERPOSE ANY DEFENSE BASED ON ANY STATUTEOF LIMITATIONS OR CLAIM OF LACHES IN ANY ACTION BY OR AGAINST THE BORROWER IN CONNECTION WITH ANYCLAIM OR DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.10.12. Participations. Bank shall have the right to enter into one or moreparticipation with other lenders with respect to the Indebtedness. Upon prior notice to Borrowerof such participation, Borrower shall thereafter furnish to such participant any informationfurnished by Borrower to Bank pursuant to the terms of the Loan Documents. Nothing in thisAgreement or any other Loan Document shall prohibit Bank from pledging or assigning this Agreementand Bank’s rights under any of the other Loan Documents, including collateral therefor, to anyFederal Reserve Bank in accordance with applicable law.10.13. Multiple Borrowers. If more than one Person is named as Borrower hereunder,all Indebtedness, representations, warranties, covenants and indemnities set forth in the LoanDocuments to which such Person is a party shall be joint and several. Bank shall have the right todeal with any individual of any Borrower with regard to all matters concerning the rights andobligations of Bank hereunder and pursuant to applicable law with regard to the transactionscontemplated under the Loan Documents. All actions or inactions of the officers, managers, membersand/or agents of any Borrower with regard to the transactions contemplated under the Loan Documentsshall be deemed with full authority and binding upon all Borrowers hereunder. Each Borrower herebyappoints each other Borrower as its true and lawful attorney-in-fact, with full right and power,for purposes of exercising all rights of such Person hereunder and under applicable law with regardto the transactions contemplated under the Loan Documents. The foregoing is a material inducementto the agreement of Bank to enter into the terms hereof and to consummate the transactionscontemplated hereby.
 
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10.14. Waiver of Certain Defenses. To the fullest extent permitted by applicablelaw, upon the occurrence of any Event of Default, neither Borrower nor anyone claiming by or underBorrower will claim or seek to take advantage of any law requiring Bank to attempt to realize uponany Collateral or collateral of any surety or guarantor, or any appraisement, evaluation, stay,extension, homestead, redemption or exemption laws now or hereafter in force in order to prevent orhinder the enforcement of this Agreement. Borrower, for itself and all who may at any time claimthrough or under Borrower, hereby expressly waives to the fullest extent permitted by law thebenefit of all such laws. All rights of Bank and all obligations of Borrower hereunder shall beabsolute and unconditional irrespective of (i) any change in the time, manner or place of paymentof, or any other term of, all or any of the Indebtedness, or any other amendment or waiver of orany consent to any departure from any provision of the Loan Documents, (ii) any exchange, releaseor non-perfection of any other collateral given as security for the Indebtedness, or any release oramendment or waiver of or consent to departure from any guaranty for all or any of theIndebtedness, or (iii) any other circumstance which might otherwise constitute a defense availableto, or a discharge of, Borrower or any third party, other than payment and performance in full ofthe Indebtedness.10.15. Time of the Essence. Time is of the essence of this Agreement.**IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be duly executed as ofthe day and year first above written.             **UNIVEST NATIONAL BANK AND TRUST CO.**               By: /s/ William D. Maeglin                 Name/Title: William D. Maeglin, Executive Vice President               **UNILIFE CROSS FARM LLC**, by its sole member,