LENDER, IN CONNECTION WITH THE SALE OF
PARAGON.
19.4
REVOLVER PAY DOWN.
ZANETT SHALL HAVE DELIVERED THE REVOLVER PAY
DOWN TO LENDER.
20.
ADDITIONAL DOCUMENTS; FURTHER ASSURANCES.
BORROWERS COVENANT AND
AGREE TO EXECUTE AND DELIVER TO LENDER, OR TO CAUSE TO BE EXECUTED AND DELIVERED
TO LENDER CONTEMPORANEOUSLY HEREWITH, AT THE SOLE COST AND EXPENSE OF BORROWERS,
ANY AND ALL OTHER DOCUMENTS, AGREEMENTS, STATEMENTS, RESOLUTIONS, CERTIFICATES,
CONSENTS AND INFORMATION AS LENDER MAY REQUIRE IN CONNECTION WITH THE MATTERS OR
ACTIONS DESCRIBED HEREIN.
BORROWERS FURTHER COVENANT AND AGREE TO EXECUTE AND
DELIVER TO LENDER OR TO CAUSE TO BE EXECUTED AND DELIVERED AT THE SOLE COST AND
EXPENSE OF BORROWERS, FROM TIME TO TIME, ANY AND ALL OTHER DOCUMENTS,
AGREEMENTS, STATEMENTS, CERTIFICATES AND INFORMATION AS LENDER SHALL REASONABLY
REQUEST TO EVIDENCE OR EFFECT THE TERMS HEREOF, THE LOAN AGREEMENT, AS AMENDED,
OR ANY OF THE OTHER LOAN DOCUMENTS OR OTHER AGREEMENTS, OR TO ENFORCE OR TO
PROTECT LENDER'S INTEREST IN THE COLLATERAL.
ALL SUCH DOCUMENTS, AGREEMENTS,
STATEMENTS, CERTIFICATES AND INFORMATION SHALL BE IN FORM AND CONTENT ACCEPTABLE
TO LENDER IN ITS SOLE DISCRETION.
21.
CERTAIN FEES, COSTS, EXPENSES AND EXPENDITURES.
BORROWERS WILL PAY
ALL OF THE LENDER'S EXPENSES IN CONNECTION WITH THE REVIEW, PREPARATION,
NEGOTIATION, DOCUMENTATION AND CLOSING OF THIS AMENDMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING WITHOUT LIMITATION, COSTS AND
FEES AND EXPENSES OF COUNSEL RETAINED BY LENDER AND ALL FEES RELATED TO FILINGS,
RECORDING OF DOCUMENTS AND SEARCHES, WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREUNDER ARE CONSUMMATED.
NOTHING CONTAINED HEREIN SHALL LIMIT IN
ANY MANNER WHATSOEVER LENDER'S RIGHT TO REIMBURSEMENT UNDER ANY OF THE LOAN
DOCUMENTS OR OTHER AGREEMENTS.
22.
COMMUNICATIONS AND NOTICES. ALL NOTICES, REQUESTS AND OTHER
COMMUNICATIONS MADE OR GIVEN IN CONNECTION WITH THIS AMENDMENT SHALL BE MADE IN
ACCORDANCE WITH THE PROVISIONS OF THE LOAN AGREEMENT.
23.
TIME OF ESSENCE.
TIME IS OF THE ESSENCE OF THIS AMENDMENT.
10
24.
NO WAIVER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, NOTHING CONTAINED
AND NO ACTIONS TAKEN BY LENDER IN CONNECTION HEREWITH SHALL CONSTITUTE NOR SHALL
THEY BE DEEMED TO BE A WAIVER, RELEASE OR AMENDMENT OF OR TO ANY RIGHTS,
REMEDIES, OR PRIVILEGES AFFORDED TO LENDER UNDER THE LOAN DOCUMENTS, OTHER
AGREEMENTS OR UNDER THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE COMMONWEALTH
OF PENNSYLVANIA.
NOTHING HEREIN SHALL CONSTITUTE A WAIVER BY LENDER OF
BORROWERS' COMPLIANCE WITH THE TERMS OF THE LOAN DOCUMENTS OR OTHER AGREEMENTS,
NOR SHALL ANYTHING CONTAINED HEREIN CONSTITUTE AN AGREEMENT BY LENDER TO ENTER
INTO ANY FURTHER AMENDMENTS WITH BORROWERS.
25.
REAFFIRMATION, CONFIRMATION AND INCORPORATION OF WAIVERS.
AS AN
INDUCEMENT TO LENDER TO ENTER INTO THIS AMENDMENT, BORROWERS HEREBY AFFIRM,
RESTATE AND INCORPORATE HEREIN BY REFERENCE, AS OF THE DATE HEREOF AND PRIOR TO
GIVING EFFECT TO THIS AMENDMENT, ALL WAIVERS OF BORROWERS CONTEMPLATED BY THE
LOAN DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, SECTION 27 OF THE LOAN AGREEMENT,
ALL OF SUCH WAIVERS HEREBY BEING MADE PART OF THIS AMENDMENT.
26.
INCONSISTENCIES.
TO THE EXTENT OF ANY INCONSISTENCIES BETWEEN THE
TERMS