Common use of ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS Clause in Contracts

ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. By its signature below, each Guarantor (i) consents to the terms and execution of this Amendment; (ii) acknowledges that (x) all indebtedness arising under the Senior Credit Agreement, as amended hereby, constitutes indebtedness guarantied under each Guaranty (as defined in the Senior Credit Agreement) and secured by the Security Agreement (as defined in the Senior Credit Agreement), and (y) all indebtedness arising under the Subordinated Credit Agreement, as amended hereby, constitutes indebtedness guarantied under each Guaranty (as defined in the Subordinated Credit Agreement) and secured by the Security Agreement (as defined in the Subordinated Credit Agreement); (iii) reaffirms (x) all of its obligations to the Senior Lender pursuant to the terms of its Guaranty (as defined in the Senior Credit Agreement), the Security Agreement (as defined in the Senior Credit Agreement) and the other Loan Documents (as defined in the Senior Credit Agreement) to which it is a party, and (y) all of its obligations to the Subordinated Lender pursuant to the terms of its Guaranty (as defined in the Subordinated Credit Agreement), the Security Agreement (as defined in the Subordinated Credit Agreement) and the other Loan Documents (as defined in the Subordinated Credit Agreement) to which it is a party; and (iv) acknowledges that (x) the Senior Lender may amend, restate, extend, renew or otherwise modify the Senior Credit Agreement and any indebtedness or agreement of the Borrowers thereunder, or enter into any agreement or extend additional or other credit accommodations in connection therewith, without notifying or obtaining the consent of such Guarantor and without impairing the liability of such Guarantor under any Guaranty (as defined in the Senior Credit Agreement), the Security Agreement (as defined in the Senior Credit Agreement) or any other Loan Document (as defined in the Senior Credit Agreement) to which it is a party, and (y) the Subordinated Lender may amend, restate, extend, renew or otherwise modify the Subordinated Credit Agreement and any indebtedness or agreement of the Borrowers thereunder, or enter into any agreement or extend additional or other credit accommodations in connection therewith, without notifying or obtaining the consent of such Guarantor and without impairing the liability of such Guarantor under any Guaranty (as defined in the Subordinated Credit Agreement), the Security Agreement (as defined in the Subordinated Credit Agreement) or any other Loan Document (as defined in the Subordinated Credit Agreement) to which it is a party.

ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. By its signature belowThe undersigned, each Guarantor a guarantor of the indebtedness of BIONOVA PRODUCE, INC., an Arizona corporation (“Bionova”), R.B. PACKING OF CALIFORNIA, INC., a California corporation (“RB”), BIONOVA PRODUCE OF TEXAS, INC., a Texas corporation (“BT”) (collectively, jointly and severally the “Borrower”) to Xxxxx Fargo Credit, Inc. (the “Lender”) pursuant to a separate Guaranty each dated as of December 5, 2002 (each, a “Guaranty”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms (including without limitation the release set forth in paragraph 10 of the Amendment) and execution of this Amendment; (ii) acknowledges that (x) all indebtedness arising under the Senior Credit Agreement, as amended hereby, constitutes indebtedness guarantied under each Guaranty (as defined in the Senior Credit Agreement) and secured by the Security Agreement (as defined in the Senior Credit Agreement), and (y) all indebtedness arising under the Subordinated Credit Agreement, as amended hereby, constitutes indebtedness guarantied under each Guaranty (as defined in the Subordinated Credit Agreement) and secured by the Security Agreement (as defined in the Subordinated Credit Agreement)thereof; (iii) reaffirms (x) all of its obligations to the Senior Lender pursuant to the terms of its Guaranty (as defined in the Senior Credit Agreement), the Security Agreement (as defined in the Senior Credit Agreement) and the other Loan Documents (as defined in the Senior Credit Agreement) to which it is a party, and (y) all of its obligations to the Subordinated Lender pursuant to the terms of its Guaranty (as defined in the Subordinated Credit Agreement), the Security Agreement (as defined in the Subordinated Credit Agreement) and the other Loan Documents (as defined in the Subordinated Credit Agreement) to which it is a partyGuaranty; and (iv) acknowledges that (x) the Senior Lender may amend, restate, extend, renew or otherwise modify the Senior Credit Agreement and any indebtedness or agreement of the Borrowers thereunderBorrower, or enter into any agreement or extend additional or other credit accommodations in connection therewithaccommodations, without notifying or obtaining the consent of such Guarantor the undersigned and without impairing the liability of such Guarantor the undersigned under any its Guaranty for all of the Borrower’s present and future indebtedness to the Lender. BIONOVA HOLDING CORPORATION By Its XXXXX X.X. DE C.V. By Its ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITORS The undersigned, each a subordinated creditor of BIONOVA PRODUCE, INC., an Arizona corporation (as defined in the Senior Credit Agreement“Bionova”), R.B. PACKING OF CALIFORNIA, INC., a California corporation (“RB”), BIONOVA PRODUCE OF TEXAS, INC., a Texas corporation (“BT”) (collectively, jointly and severally the Security Agreement (as defined in the Senior Credit Agreement) or any other Loan Document (as defined in the Senior Credit Agreement“Borrower”) to which it is Xxxxx Fargo Credit, Inc. (the “Lender”) pursuant to a partyseparate Subordination Agreement each dated as of December 5, 2002 (each, a “Subordination Agreement”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms (including without limitation the release set forth in paragraph 12 of the Amendment) and execution thereof; (iii) reaffirms its obligations to the Lender pursuant to the terms of its Subordination Agreement; and (yiv) acknowledges that the Subordinated Lender may amend, restate, extend, renew or otherwise modify the Subordinated Credit Agreement Loan Documents and any indebtedness or agreement of the Borrowers thereunderBorrower, or enter into any agreement or extend additional or other credit accommodations in connection therewithaccommodations, without notifying or obtaining the consent of such Guarantor the undersigned and without impairing the liability obligations of such Guarantor the undersigned under any Guaranty (as defined in the Subordinated Credit its Subordination Agreement). AGROBIONOVA, the Security Agreement (as defined in the Subordinated Credit Agreement) or any other Loan Document (as defined in the Subordinated Credit Agreement) to which it is a party.S.V. DE C.V. By Its INTERNATIONAL PRODUCE HOLDING CORPORATION By Its BIONOVA HOLDING CORPORATION By Its