FOREGOING SHALL APPLY TO EACH OTHER LOAN DOCUMENT MUTATIS MUTANDIS.
(B)
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED OR
UNENFORCEABLE SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF IN THAT
JURISDICTION OR AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN
ANY OTHER JURISDICTION.
(C)
HEADINGS USED IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL
NOT BE USED IN CONNECTION WITH THE INTERPRETATION OF ANY PROVISION HEREOF.
(D)
THE PRONOUNS USED HEREIN SHALL INCLUDE, WHEN APPROPRIATE, EITHER
GENDER AND BOTH SINGULAR AND PLURAL, AND THE GRAMMATICAL CONSTRUCTION OF
SENTENCES SHALL CONFORM THERETO.
(E)
THE REPRESENTATION, WARRANTIES AND COVENANTS OF EACH GRANTOR
HEREUNDER ARE JOINT AND SEVERAL.
(F)
ALL EXHIBITS AND SCHEDULES HERETO ARE INCORPORATED INTO THIS
AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
22
IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement
by and through their duly authorized officers, as of the day and year first
above written.
GRANTORS:
EMRISE CORPORATION,
a Delaware corporation
By:
/S/ D. JOHN DONOVAN
Name:
D. JOHN DONOVAN
Title:
V.P. of Finance & Administration
EMRISE ELECTRONICS
CORPORATION,
a New Jersey corporation
By:
/S/ D. JOHN DONOVAN
Name:
D. JOHN DONOVAN
Title:
Secretary & Treasurer
CXR LARUS CORPORATION,
a Delaware corporation
By:
/S/ D. JOHN DONOVAN
Name:
D. JOHN DONOVAN
Title:
Secretary & Treasurer
RO ASSOCIATES INCORPORATED,
a California corporation
By:
/S/ D. JOHN DONOVAN
Name:
D. JOHN DONOVAN
Title:
Secretary & Treasurer
23
AGENT:
GVEC RESOURCE IV INC., as Agent
By:
/S/ ROBERT J. ANDERSON
Name:
Robert J. Anderson
Title:
Authorized Signatory
By:
/S/ PETER PAUL MENDEL
Name:
Peter Paul Mendel
Title:
Authorized Signatory
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