shall continue in full force and effect as to all of the Collateral not
expressly released.
SECTION 20. Governing Law; Consent to Jurisdiction; etc.
This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania without reference to its conflicts of laws
principles. Obligor consents to the jurisdiction of the courts of Pennsylvania
and of the courts of the United States sitting in Pennsylvania in any litigation
concerning this Agreement, and Obligor waives any objection based on venue or
inconvenient forum. Each of Obligor and Secured Party waives any right to trial
by jury in any litigation involving this Agreement. Unless otherwise defined
herein, terms defined in the Code as in effect in Pennsylvania on the date
hereof (including the terms "accounts," "general intangibles," "chattel paper,"
"instruments," "inventory," "documents," "equipment," "fixtures," "investment
property," "deposit accounts," "letter of credit rights," "supporting
obligations," "proceeds," and "products") are used herein as therein defined as
of such date. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Agreement by signing any such counterpart.
SECTION 21. Severability.
The provisions of this Agreement are independent of and separable from each
other, and no such provision shall be affected or rendered invalid or
unenforceable by virtue of the fact that for any reason any other such provision
may be invalid or unenforceable in whole or in part.
SECTION 22. Waiver of Jury Trial; Confession of Judgment.
WAIVER OF JURY TRIAL. EACH OBLIGOR AND SECURED PARTY HEREBY EXPRESSLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION
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OR PROCEEDING. OBLIGOR FURTHER ACKNOWLEDGES AND AGREES THAT WAIVER OF JURY TRIAL
IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT SECURED PARTY WOULD
NOT HAVE AGREED TO MAKE ANY LOAN OR ACCEPT THIS AGREEMENT OR ANY NOTE WITHOUT
SUCH AGREEMENT.
CONFESSION OF JUDGMENT. OBLIGOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS
SECURED PARTY, BY ITS ATTORNEY OR BY THE PROTHONOTARY OR CLERK OF ANY COURT OF
RECORD IN COMMONWEALTH OF PENNSYLVANIA OR IN ANY JURISDICTION WHERE PERMITTED BY
LAW, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO
APPEAR FOR OBLIGOR AND CONFESS AND ENTER JUDGMENT AGAINST OBLIGOR IN FAVOR OF
SECURED PARTY IN ANY JURISDICTION WHERE OBLIGOR OR ANY OF ITS PROPERTY IS
LOCATED FOR THE AMOUNT OF ALL OBLIGATIONS AND OTHER SUMS DUE OR TO BECOME DUE BY
OBLIGOR TO SECURED PARTY UNDER THIS AGREEMENT, TOGETHER WITH COSTS OF SUIT AND
WITH ACTUAL COLLECTION COSTS (INCLUDING ATTORNEYS' FEES), WITH OR WITHOUT
DECLARATION, WITHOUT STAY OF EXECUTION AND WITH RELEASE OF ALL ERRORS AND THE
RIGHT TO ISSUE EXECUTION FORTHWITH, AND FOR DOING SO THIS AGREEMENT OR A COPY
HEREOF VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. OBLIGOR HEREBY WAIVES
ALL RELIEF FROM ANY APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN
FORCE OR HEREAFTER ENACTED.