PRIOR GRANT OF THE SECURITY INTEREST IN AND LIEN UPON AND TO, ALL OF ITS RIGHT,
TITLE AND INTEREST IN AND TO THE COLLATERAL (INCLUDING AS SET FORTH BELOW),
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, CREATED OR ARISING AND WHEREVER LOCATED
AND JOINING BORROWER HEREBY ASSIGNS AND GRANTS TO LENDER A SECURITY INTEREST IN,
AND A RIGHT OF SETOFF AGAINST, ANY AND ALL RIGHT, TITLE AND INTEREST OF SUCH
BORROWER IN AND TO ALL OF THE FOLLOWING, WHETHER NOW OWNED OR EXISTING OR OWNED,
ACQUIRED OR ARISING HEREAFTER: (I) ALL ACCOUNTS, PAYMENT INTANGIBLES,
INSTRUMENTS AND OTHER RIGHTS TO RECEIVE PAYMENTS OF BORROWER (INCLUDING WITHOUT
LIMITATION THE ACCOUNTS), WHETHER NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED,
(II) ALL GENERAL INTANGIBLES (INCLUDING WITHOUT LIMITATION, CONTRACT RIGHTS AND
INTELLECTUAL PROPERTY), CHATTEL PAPER, DOCUMENTS, SUPPORTING OBLIGATIONS, LETTER
OF CREDIT RIGHTS, COMMERCIAL TORT CLAIMS SET FORTH ON SCHEDULE 2.13 TO THE
CREDIT AGREEMENT, REMEDIES, GUARANTEES AND COLLATERAL EVIDENCING, SECURING OR
OTHERWISE RELATING TO OR ASSOCIATED WITH THE PROPERTY IN SUBPART (I) ABOVE,
INCLUDING WITHOUT LIMITATION ALL RIGHTS OF ENFORCEMENT AND COLLECTION, (III) ALL
COMMERCIAL LOCKBOXES, ALL GOVERNMENT LOCKBOXES, ALL COLLECTION ACCOUNTS AND
OTHER DEPOSIT ACCOUNTS INTO WHICH ANY OF THE COLLECTIONS OR ADVANCES ARE
DEPOSITED, ALL FUNDS RECEIVED THEREBY OR DEPOSITED THEREIN, AND ANY CHECKS OR
INSTRUMENTS FROM TIME TO TIME REPRESENTING OR EVIDENCING THE SAME, (IV) ALL
BOOKS AND RECORDS OF BORROWERS EVIDENCING OR RELATING TO OR ASSOCIATED WITH ANY
OF THE FOREGOING, (V) ALL INFORMATION AND DATA COMPILED OR DERIVED BY BORROWERS
WITH RESPECT TO ANY OF THE FOREGOING (OTHER THAN ANY SUCH INFORMATION AND DATA
SUBJECT TO LEGAL RESTRICTIONS OF PATIENT CONFIDENTIALITY), AND (VI) ALL
COLLECTIONS, ACCESSIONS, RECEIPTS AND PROCEEDS DERIVED FROM ANY OF THE
FOREGOING.
9.
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.
10.
CONSENT TO JURISDICTION.
EACH BORROWER AND
LENDER HEREBY IRREVOCABLY CONSENT TO THE NONEXCLUSIVE JURISDICTION OF, AND VENUE
IN, ANY STATE OR FEDERAL COURT LOCATED IN THE COMMONWEALTH OF PENNSYLVANIA IN
ANY AND ALL ACTIONS AND PROCEEDINGS WHETHER ARISING HEREUNDER OR UNDER ANY OTHER
AGREEMENT OR UNDERTAKING.
BORROWERS WAIVE ANY OBJECTION TO IMPROPER VENUE AND
FORUM NON-CONVENIENS TO PROCEEDINGS IN ANY SUCH COURT OR COURTS AND ALL RIGHTS
TO TRANSFER FOR ANY REASON.
EACH BORROWER IRREVOCABLY AGREES TO SERVICE OF
PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESS OF THE
APPROPRIATE PARTY SET FORTH HEREIN.
5
11.
WAIVER OF JURY TRIAL.
EACH BORROWER AND
LENDER HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION
WITH ANY LITIGATION COMMENCED BY OR AGAINST LENDER WITH RESPECT TO RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS, WHETHER SOUNDING
IN TORT, CONTRACT OR OTHERWISE.
12.
CERTAIN