agreements, representations and warranties of each Borrower contained
herein in agreeing to the amendments contained in this Amendment.
23.
FEES, COST, EXPENSES AND EXPENDITURES. BORROWERS WILL PAY ALL OF
BANK'S REASONABLE 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, FEES,
DISBURSEMENTS, EXPENSES AND DISBURSEMENTS OF COUNSEL RETAINED BY BANK AND ALL
FEES RELATED TO FILINGS, RECORDING OF DOCUMENTS, SEARCHES, ENVIRONMENTAL
ASSESSMENTS AND APPRAISAL REPORTS, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREUNDER ARE CONSUMMATED.
24.
NO WAIVER. NOTHING CONTAINED HEREIN CONSTITUTES AN AGREEMENT OR
OBLIGATION BY BANK TO GRANT ANY FURTHER AMENDMENTS TO THE LOAN AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 1 OF
THE FIRST AMENDMENT, SECTION 1 OF THE SECOND
10
AMENDMENT AND SECTION 1 OF THE THIRD AMENDMENT, NOTHING CONTAINED HEREIN
CONSTITUTES A WAIVER OR RELEASE BY BANK OF ANY EVENT OF DEFAULT OR OF ANY RIGHTS
OR REMEDIES AVAILABLE TO BANK UNDER THE LOAN DOCUMENTS OR AT LAW OR IN EQUITY.
25.
INCONSISTENCIES. TO THE EXTENT OF ANY INCONSISTENCIES BETWEEN THE
TERMS AND CONDITIONS OF THIS AMENDMENT AND THE TERMS AND CONDITIONS OF THE LOAN
AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE TERMS AND CONDITIONS OF THIS
AMENDMENT SHALL PREVAIL. ALL TERMS AND CONDITIONS OF THE LOAN AGREEMENT AND
OTHER LOAN DOCUMENTS NOT INCONSISTENT HEREWITH SHALL REMAIN IN FULL FORCE AND
EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED BY BORROWERS.
26.
BINDING EFFECT. THIS AMENDMENT, UPON DUE EXECUTION HEREOF, SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
27.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO
CONFLICT OF LAW PRINCIPLES.
28.
SEVERABILITY. THE PROVISIONS OF THIS AMENDMENT AND ALL OTHER LOAN
DOCUMENTS ARE DEEMED TO BE SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF
ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING PROVISIONS WHICH SHALL
CONTINUE IN FULL FORCE AND EFFECT.
29.
MODIFICATIONS. NO MODIFICATION OF THIS AMENDMENT OR ANY OF THE
LOAN DOCUMENTS SHALL BE BINDING OR ENFORCEABLE UNLESS IN WRITING AND SIGNED BY
OR ON BEHALF OF THE PARTY AGAINST WHOM ENFORCEMENT IS SOUGHT.
30.
HEADINGS. THE HEADINGS OF THE ARTICLES, SECTIONS, PARAGRAPHS AND
CLAUSES OF THIS AMENDMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE
DEEMED TO CONSTITUTE A PART OF THIS AMENDMENT.
31.
COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN MULTIPLE
COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF WHICH
TOGETHER SHALL CONSTITUTE THE SAME AGREEMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
11
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have caused this Amendment to be executed the day and year first above written.
INFOLOGIX SYSTEMS CORPORATION
(formerly known as Info Logix Inc.)
By:
/s/ David Gulian
David Gulian, President
OPT ACQUISITION LLC
By:
/s/ David Gulian
David Gulian, President
EMBEDDED TECHNOLOGIES,