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,
10
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 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]
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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,