BORROWER TO OR
FOR THE BENEFIT OF BANK OR ANY AFFILIATE OF BANK UNDER ANY OTHER AGREEMENT,
PROMISSORY NOTE OR UNDERTAKING NOW EXISTING OR HEREAFTER ENTERED INTO BY ANY
BORROWER WITH BANK OR ANY SUCH AFFILIATE, INCLUDING, WITHOUT LIMITATION, ALL
OBLIGATIONS OF ANY BORROWER TO BANK OR ANY AFFILIATE OF BANK UNDER ANY GUARANTY
OR SURETY AGREEMENT AND ALL OBLIGATIONS OF EACH BORROWER TO IMMEDIATELY PAY TO
BANK OR ANY AFFILIATE OF BANK THE AMOUNT OF ANY OVERDRAFT ON ANY DEPOSIT ACCOUNT
MAINTAINED WITH BANK OR ANY AFFILIATE OF BANK, TOGETHER WITH ALL INTEREST AND
OTHER SUMS PAYABLE IN CONNECTION WITH ANY OF THE FOREGOING.
(F)
"BORROWER" AND "BORROWERS" SHALL HAVE THE
MEANING GIVEN SUCH TERMS IN THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT AND
SHALL INCLUDE ALL PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PERSONS.
(G)
"BORROWING AGENT" SHALL MEAN INFOLOGIX IN
ITS CAPACITY AS BORROWING AGENT.
(H)
"BORROWING BASE AMOUNT" MEANS, AT ANY TIME,
THE SUM OF (I) AN AMOUNT UP TO EIGHTY-FIVE PERCENT (85%) OF THE AMOUNT OF
INFOLOGIX'S ELIGIBLE RECEIVABLES, PLUS (II) THE LESSER OF (A) THE INVENTORY
SUBLIMIT AND (B) AN AMOUNT UP TO FIFTY PERCENT (50%) OF THE VALUE OF INFOLOGIX'S
ELIGIBLE INVENTORY.
(I)
"BUSINESS DAY" MEANS ANY DAY EXCEPT A
SATURDAY, SUNDAY OR OTHER DAY ON WHICH BANKS IN PHILADELPHIA, PENNSYLVANIA ARE
AUTHORIZED BY LAW TO CLOSE.
(J)
"CAPITAL EXPENDITURES" MEANS ANY
EXPENDITURE THAT WOULD BE CLASSIFIED AS A CAPITAL EXPENDITURE ON A STATEMENT OF
CASH FLOW OF BORROWERS PREPARED IN ACCORDANCE WITH GAAP.
(K)
"CAPITALIZED LEASES" MEANS ALL LEASE
OBLIGATIONS WHICH HAVE BEEN OR SHOULD BE, IN ACCORDANCE WITH GAAP, CAPITALIZED
ON THE BOOKS OF THE LESSEE.
(L)
"CAPITALIZED LEASE OBLIGATIONS" MEANS
ALL AMOUNTS PAYABLE WITH RESPECT TO A CAPITALIZED LEASE.
(M)
"COLLATERAL" SHALL HAVE THE MEANING GIVEN SUCH
TERM IN SECTION 5.6 OF THIS AGREEMENT.
(N)
"CONTRACT PERIOD" MEANS THE PERIOD OF TIME
COMMENCING ON THE DATE HEREOF AND CONTINUING THROUGH AND INCLUDING MARCH 15,
2009.
(O)
"CORPORATION" MEANS A CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ORGANIZATION,
ASSOCIATION OR JOINT STOCK COMPANY.
(P)
"DEFAULT" MEANS ANY EVENT WHICH WITH THE
GIVING OF NOTICE, PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT.
(Q)
"DEFAULT RATE" SHALL HAVE THE MEANING GIVEN
SUCH TERM IN SECTION
3.10 HEREOF.
(R)
"EBITDA" MEANS, FOR ANY PERIOD, NET
INCOME OF BORROWERS FOR SUCH PERIOD, PLUS THE AGGREGATE AMOUNTS DEDUCTED IN
DETERMINING SUCH NET INCOME IN RESPECT OF (I) INTEREST EXPENSE FOR SUCH PERIOD,
(II)
INCOME TAXES FOR SUCH PERIOD, (III) DEPRECIATION FOR SUCH PERIOD, AND (IV)
AMORTIZATION FOR SUCH PERIOD, ALL AS DETERMINED IN ACCORDANCE WITH GAAP ON A
CONSOLIDATED BASIS.
(S)
"ELIGIBLE INVENTORY" MEANS INVENTORY IN THE
POSSESSION OF INFOLOGIX CONSISTING OF FINISHED GOODS IN WHICH BANK HAS A PRIOR,
PERFECTED, FIRST PRIORITY LIEN, WHICH COMPLIES WITH THE REPRESENTATIONS SET
FORTH IN SECTION 6.19 AND MEETS ALL SPECIFICATIONS ESTABLISHED BY BANK, IN ITS
SOLE DISCRETION, FROM TIME TO TIME.
ELIGIBLE INVENTORY SHALL NOT INCLUDE (I)
WORK-IN-PROCESS; (II) INVENTORY LOCATED AT ANY LOCATION OTHER