DISCHARGED WITHIN THIRTY (30) DAYS; MAKES
AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR SUFFERS PROCEEDINGS UNDER ANY LAW
RELATED TO BANKRUPTCY, INSOLVENCY, LIQUIDATION OR THE REORGANIZATION,
READJUSTMENT OR THE RELEASE OF DEBTORS TO BE INSTITUTED AGAINST IT AND IF
CONTESTED BY IT NOT DISMISSED OR STAYED WITHIN SIXTY (60) DAYS; IF PROCEEDINGS
UNDER ANY LAW RELATED TO BANKRUPTCY, INSOLVENCY, LIQUIDATION, OR THE
REORGANIZATION, READJUSTMENT OR THE RELEASE OF DEBTORS IS INSTITUTED OR
COMMENCED BY CLARIENT; OR IF ANY ORDER FOR RELIEF IS ENTERED RELATING TO ANY OF
THE FOREGOING PROCEEDINGS; IF CLARIENT SHALL CALL A MEETING OF ITS CREDITORS
WITH A VIEW TO ARRANGING A COMPOSITION OR
4
ADJUSTMENT OF ITS DEBTS; OR IF CLARIENT SHALL BY ANY ACT OR FAILURE TO ACT
INDICATE ITS CONSENT TO, APPROVAL OF OR ACQUIESCENCE IN ANY OF THE FOREGOING.
6.
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, THE
ENTIRE AMOUNT OF REIMBURSEMENT DUE HEREUNDER, PLUS ANY AND ALL INTEREST ACCRUED
THEREON AT THE RATE SET FORTH IN SECTION 1 HEREOF, PLUS ALL OTHER SUMS DUE AND
PAYABLE TO SAFEGUARD HEREUNDER SHALL, AT THE OPTION OF SAFEGUARD BECOME DUE AND
PAYABLE IMMEDIATELY WITHOUT PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST,
NOTICE OF PROTEST, OR OTHER NOTICE OF DISHONOR, ALL OF WHICH ARE HEREBY
EXPRESSLY WAIVED BY CLARIENT.
7.
REMEDIES CUMULATIVE, ETC.
(A)
NO RIGHT OR REMEDY CONFERRED UPON OR RESERVED TO SAFEGUARD HEREUNDER OR
NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY IS INTENDED TO BE EXCLUSIVE OF ANY
OTHER RIGHT OR REMEDY, AND EACH AND EVERY SUCH RIGHT OR REMEDY SHALL BE
CUMULATIVE AND CONCURRENT, AND IN ADDITION TO EVERY OTHER SUCH RIGHT OR REMEDY,
AND MAY BE PURSUED SINGLY, CONCURRENTLY, SUCCESSIVELY OR OTHERWISE, AT THE SOLE
DISCRETION OF SAFEGUARD AND SHALL NOT BE EXHAUSTED BY ANY ONE EXERCISE THEREOF
BUT MAY BE EXERCISED AS OFTEN AS OCCASION THEREFOR SHALL OCCUR.
(B)
CLARIENT HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST,
NOTICE OF PROTEST, NOTICE OF DISHONOR AND ANY AND ALL OTHER NOTICES IN
CONNECTION WITH ANY DEFAULT IN THE PAYMENT OF, OR ANY ENFORCEMENT OF THE PAYMENT
OF, ALL AMOUNTS DUE UNDER THIS AGREEMENT.
TO THE EXTENT PERMITTED BY LAW,
CLARIENT WAIVES THE RIGHT TO ANY STAY OF EXECUTION AND THE BENEFIT OF ALL
EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT.
(C)
CLARIENT AGREES THAT ANY ACTION OR PROCEEDING AGAINST IT TO ENFORCE THE
AGREEMENT MAY BE COMMENCED IN STATE OR FEDERAL COURT IN ANY COUNTY IN THE
COMMONWEALTH OF PENNSYLVANIA IN WHICH SAFEGUARD AND/OR ITS SUCCESSORS OR ASSIGNS
HAS AN OFFICE.
CLARIENT WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT A
SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY SUCH COURT SHALL
BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED BY
REGISTERED OR CERTIFIED MAIL IN ACCORDANCE WITH THE NOTICE PROVISIONS SET FORTH
HEREIN.
(D)
CLARIENT ACKNOWLEDGES AND AGREES THAT SAFEGUARD SHALL BE SUBROGATED TO THE
RIGHTS OF COMERICA, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE SECURITY
INTERESTS GRANTED TO COMERICA