(all as
amended, hereby), Borrower reconfirms the prior grant of the security interest
in and lien upon and to, all of its right, title and interest in and to the
Collateral, whether now owned or hereafter acquired, created or arising and
wherever located.
8.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
9.
CONSENT TO JURISDICTION: BORROWER AND BANK HEREBY IRREVOCABLY CONSENT
TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF
DELAWARE IN ANY AND ALL ACTIONS AND PROCEEDINGS WHETHER ARISING HEREUNDER OR
UNDER ANY OTHER AGREEMENT OR UNDERTAKING: BORROWER WAIVES ANY OBJECTION TO
IMPROPER VENUE AND FORUM NON-CONVENIENS TO PROCEEDINGS IN ANY SUCH COURT AND ALL
RIGHTS TO TRANSFER FOR ANY REASON. BORROWER IRREVOCABLY AGREES TO SERVICE OF
PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESS OF THE
APPROPRIATE PARTY SET FORTH HEREIN.
10.
WAIVER OF JURY TRIAL: BORROWER AND BANK HEREBY WAIVE ANY AND ALL
RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION COMMENCED
BY OR AGAINST BANK WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO
OR UNDER THE LOAN DOCUMENTS, WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.
11.
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 shall bind the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Amendment the day and
year first above written.
BORROWER:
STRATEGIC DIAGNOSTICS INC.
By:
/s/ ARTHUR A. KOCH, JR
Name:
ARTHUR A. KOCH, JR
Title:
VP
BANK:
PNC BANK, DELAWARE
By:
/s/ CHRISTINE BISHOP
Name:
CHRISTINE BISHOP
Title: .
Account mgr
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