SECURE THE OBLIGATIONS.
ALL COLLATERAL REMAINS
FREE AND CLEAR OF ANY LIENS OTHER THAN LIENS IN FAVOR OF LENDER AND PERMITTED
LIENS.
NOTHING HEREIN CONTAINED IS INTENDED TO IN ANY WAY IMPAIR OR LIMIT THE
VALIDITY, PRIORITY, AND EXTENT OF LENDER'S EXISTING SECURITY INTEREST IN AND
LIENS UPON THE COLLATERAL.
8.
GOVERNING LAW.
THIS AMENDMENT, AND ALL
MATTERS ARISING OUT OF OR RELATING TO THIS AMENDMENT, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE CONSTRUED
WITHOUT THE AID OF ANY CANON, CUSTOM OR RULE OF LAW REQUIRING CONSTRUCTION
AGAINST THE DRAFTSMAN.
9.
RELEASE. AS FURTHER CONSIDERATION FOR
LENDER'S AGREEMENT TO GRANT THE ACCOMMODATIONS SET FORTH HEREIN, EACH BORROWER
HEREBY WAIVES AND RELEASES AND FOREVER DISCHARGES LENDER AND ITS OFFICERS,
DIRECTORS, ATTORNEYS, AGENTS AND EMPLOYEES FROM ANY LIABILITY, DAMAGE, CLAIM,
LOSS OR EXPENSE OF ANY KIND THAT BORROWERS, OR ANY OF THEM, MAY HAVE AGAINST
LENDER ARISING OUT OF OR RELATING TO THE OBLIGATIONS, THIS AMENDMENT OR THE LOAN
DOCUMENTS.
10.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE
DEEMED TO BE AN ORIGINAL, AND SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE ONE
AND THE SAME RESPECTIVE AGREEMENT.
SIGNATURE BY FACSIMILE OR PDF SHALL BIND THE
PARTIES HERETO.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
4
IN WITNESS WHEREOF, the parties have executed this Amendment the day and year
first above written.
BORROWERS:
CLARIENT, INC.
By:
/s/ Ronald A. Andrews, Jr.
Name:
Ronald A. Andrews, Jr.
Title:
Chief Executive Officer
CLARIENT DIAGNOSTIC SERVICES, INC.
By:
/s/ Ronald A. Andrews, Jr.
Name:
Ronald A. Andrews, Jr.
Title:
Chief Executive Officer
CHROMAVISION INTERNATIONAL, INC.
By:
/s/ Ronald A. Andrews, Jr.
Name:
Ronald A. Andrews, Jr.
Title:
Chief Executive Officer
LENDER:
GEMINO HEALTHCARE FINANCE, LLC
By:
/s/ Miriam P. Gallagher
Name:
Miriam P. Gallagher
Title:
Senior Portfolio Manager
[SIGNATURE PAGE TO FIRST
AMENDMENT TO CREDIT AGREEMENT]