LEGAL AND BENEFICIAL OWNER OF SUCH
ASSETS, PROPERTIES, RIGHTS AND REMEDIES.
(III)
AFTER THE CONSUMMATION OF THE MERGER, THE DEBTS, LIABILITIES AND
DUTIES OF INFOLOGIX PRIOR TO THE CONSUMMATION OF THE MERGER SHALL ATTACH TO AND
BE THE RESPONSIBILITY OF INFOLOGIX, INCLUDING, WITHOUT LIMITATION, ALL SUMS
ADVANCED AND OUTSTANDING UNDER THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS AND ALL OTHER OBLIGATIONS AND COVENANTS OF INFOLOGIX PRIOR TO THE
CONSUMMATION OF THE MERGER TO BANK UNDER THE LOAN AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS.
(IV)
BANK CONTINUES TO HAVE A VALID, CONTINUING AND ENFORCEABLE
PERFECTED SECURITY INTERESTS IN ALL OF INFOLOGIX'S RIGHT, TITLE AND INTEREST IN,
TO AND UNDER THE COLLATERAL.
(V)
AFTER THE CONSUMMATION OF THE MERGER, INFOLOGIX IS A CORPORATION
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE
AND HAS FULL POWER AND AUTHORITY TO EXECUTE, DELIVER AND COMPLY WITH THE LOAN
DOCUMENTS AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED.
(VI)
ALL NECESSARY CONSENTS, APPROVALS AND/OR AUTHORIZATIONS REQUIRED
IN CONNECTION WITH THE EXECUTION, DELIVER AND PERFORMANCE BY INFOLOGIX OF THE
LOAN DOCUMENTS AFTER THE CONSUMMATION OF THE MERGER HAVE BEEN OBTAINED AND ARE
IN FULL FORCE AND EFFECT.
(H)
SUCH OTHER ITEMS AS BANK MAY REASONABLY REQUEST, INCLUDING,
WITHOUT LIMITATION, SUCH GUARANTIES AS BANK MAY REQUIRE.
14.
AMENDMENT FEE.
UPON EXECUTION OF THIS AMENDMENT, BORROWERS SHALL
PAY TO BANK AN AMENDMENT FEE IN THE AMOUNT OF TWENTY THOUSAND DOLLARS
($20,000.00) (THE "AMENDMENT FEE").
THE FOREGOING AMENDMENT FEE IS IN ADDITION
TO THE INTEREST AND OTHER AMOUNTS WHICH BORROWERS ARE REQUIRED TO PAY UNDER THE
LOAN DOCUMENTS, AND IS FULLY EARNED AND NONREFUNDABLE.
15.
AMENDMENT/REFERENCES.
THE LOAN AGREEMENT AND THE LOAN DOCUMENTS
ARE HEREBY AMENDED TO BE CONSISTENT WITH THE TERMS OF THIS AMENDMENT. ALL
REFERENCES IN THE LOAN AGREEMENT AND THE LOAN DOCUMENTS TO (A) "ADVANCE" SHALL
INCLUDE, WITHOUT LIMITATION ADVANCES UNDER TERM LOAN B;, (B) "BANK INDEBTEDNESS"
SHALL INCLUDE, WITHOUT LIMITATION, ALL OF BORROWERS OBLIGATIONS UNDER AND IN
CONNECTION WITH TERM LOAN B; (C) "COLLATERAL" SHALL INCLUDE, WITHOUT LIMITATION,
THE ADDITIONAL CASH COLLATERAL AND THE ASSETS PLEDGED PURSUANT TO THE PUBLIC
SHELL STOCK PLEDGE; (D) THE "LINE NOTE" SHALL MEAN THE A/R NOTE; (E) THE "LOAN
AGREEMENT" SHALL MEAN THE LOAN AGREEMENT AS AMENDED HEREBY; (F) THE "LOAN
DOCUMENTS" SHALL INCLUDE THIS AMENDMENT, TERM LOAN B NOTE, A/R NOTE, THE PUBLIC
SHELL GUARANTY, THE PUBLIC SHELL STOCK PLEDGE AND ALL OTHER INSTRUMENTS OR
AGREEMENTS EXECUTED PURSUANT TO OR IN CONNECTION WITH THE TERMS HEREOF; (G)
"LOANS" SHALL INCLUDE, WITHOUT LIMITATION, TERM LOAN B; AND (H) "NOTE" SHALL
INCLUDE, WITHOUT LIMITATION, THE TERM LOAN B NOTE AND THE A/R NOTE.
16.
CROSS-COLLATERALIZATION; CONFIRMATION OF COLLATERAL.
BORROWERS
HEREBY CONFIRM, ACKNOWLEDGE AND AGREE THAT ALL BANK INDEBTEDNESS IS AND SHALL BE
CROSS-COLLATERALIZED AND, WITHOUT LIMITING THE FOREGOING, TERM LINE B, THE OTHER
LOANS, AND ALL OTHER BANK INDEBTEDNESS ARE AND SHALL CONTINUE TO BE SECURED BY
ALL LIENS, SECURITY INTERESTS, ASSIGNMENTS, SURETYSHIP OBLIGATIONS, STOCK
PLEDGES,