THIS AMENDMENT.
8.
SECURITY INTEREST.
BORROWERS HEREBY CONFIRM AND AGREE THAT ALL
SECURITY INTERESTS AND LIENS GRANTED TO LENDER CONTINUE TO BE PERFECTED, FIRST
PRIORITY LIENS AND REMAIN IN FULL FORCE AND EFFECT AND SHALL CONTINUE TO 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.
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.
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 EXISTING CREDIT DOCUMENTS.
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 OR PDF SHALL BIND THE PARTIES HERETO.
5
IN WITNESS WHEREOF, the parties have executed this Amendment the day and year
first above written.
BORROWERS:
CLARIENT, INC.
By:
Name:
Title:
CLARIENT DIAGNOSTIC SERVICES, INC.
By:
Name:
Title:
CHROMAVISION INTERNATIONAL, INC.
By:
Name:
Title:
LENDER:
GEMINO HEALTHCARE FINANCE, LLC
By:
Name:
Title:
[SIGNATURE PAGE TO THIRD AMENDMENT TO CREDIT AGREEMENT]
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