Common use of Further Agreements and Representations Clause in Contracts

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does Borrowers do hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has Borrowers have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; (d) represent and warrant that no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (e) acknowledge and agree that nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and does not constitute a release, termination or waiver of any of the rights or remedies granted to Agent therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended;security for the obligations of Borrowers to Agent under the Loan Agreement and the other Loan Documents, including, without limitation, this Amendment; and (df) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such any Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Credit Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its each Guarantor and their respective assets and properties, all in accordance with the terms thereof, as amendedamended hereby; (b) covenant and agree to perform all of such Borrower’s 's or Guarantor's obligations under the Loan Credit Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower or such Guarantor has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under any of the Notes or any other obligations of Borrowers under the Credit Agreement ("Bank Indebtedness"), or the enforcement of any of the terms of the Loan Credit Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Bank by Borrowers or Guarantors in writing, all representations and warranties of such Borrower Borrowers and Guarantors contained in the Loan Credit Agreement and/or the other Loan Documents, as amended, amended are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that that, after giving effect to the terms and conditions of this Amendment, no Default or Event of Default exists; (f) covenant and agree that such Borrower’s Borrowers' or Guarantors' failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement Credit Agreement, subject to the notice and each of the other Loan Documentsgrace periods provided therein, if applicable; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentBank Indebtedness.

Further Agreements and Representations. Each Borrower does Obligors do hereby:: -------------------------------------- (a) a. ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) b. covenant and agree to perform all obligations of such Borrower’s obligations Obligors contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) c. acknowledge and agree that as of the date hereof, such Borrower has Obligors have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; d. represent and warrant that no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; e. acknowledge and agree that nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and does not constitute a release, termination or waiver of any of the rights or remedies granted to the Bank therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended; (d) acknowledge and agree that all representations and warranties security for the obligations of such Borrower contained in Obligors to Bank under the Loan Agreement and/or and the other Loan Documents, as amendedincluding, are truewithout limitation, accurate and correct on and as of the date hereof as if made on and as of the date hereof;this Amendment; and (e) represent and warrant that no Default or Event of Default exists; (f) covenant f. acknowledge and agree that such Borrower’s any Obligor's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such no Borrower has no any defense, set-off, counterclaim or challenge against the payment of any Obligations Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such each Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct in all material respects on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan DocumentsDocuments subject to any applicable notice and cure periods provided for therein; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and, 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, does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsBank Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such each Borrower and the other agreements, representations and warranties of such each Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s 's obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations Lender Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s 's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsLender Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s 's obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations Lender Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that that, after giving effect to this Amendment, no Default or Event of Default exists; (f) covenant and agree that such Borrower’s 's failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsLender Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does The Co-Borrowers and the Guarantors do hereby: (ai) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified, the Loan Agreement, the Notes, the Agreement of Guaranty, the Security Agreements and all of the other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (bii) covenant and agree to perform all of such Borrower’s their respective obligations contained herein and under the Loan Agreement, the Notes, the Agreement of Guaranty, the Security Agreements and all of the other Loan Documents, as amendedamended and modified; (ciii) acknowledge and agree that as of the date hereof, such Borrower has the Co-Borrowers and the Guarantors have no defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Agent or to any Lender or the enforcement of any of the terms of the Loan Agreement, the Notes, the Agreement or of Guaranty, the Security Agreements and/or any of the other Loan Documents, all as amendedamended and modified; (div) acknowledge and agree that all of the representations and warranties of such Borrower the Co-Borrowers and/or the Guarantors contained in the Loan Agreement, the Notes, the Agreement of Guaranty, the Security Agreements and/or all of the other Loan Documents, as amended, are true, accurate and correct on and in all material respects as of the date hereof as if made on and as of the date hereof; (ev) represent and warrant that that, after giving effect to the transactions contemplated by this First Amendment, no Default or "Event of Default existsDefault" (as such term is defined in the Loan Agreement), exists or will exist upon the delivery of notice, passage of time, or both, and all information described in the recitals is true and accurate; (fvi) covenant acknowledge and agree that such Borrower’s nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of any of the Notes, the Revolving Credit Loan Facility, the Term Loan Facility #1 and/or the Term Loan Facility #2, or any waiver of any of the other Loan Documents, and do not constitute a release, termination or waiver of any of the rights and/or remedies granted to the Agent, on behalf of the Lenders, or to any of the Lenders under the Loan Documents, all of which rights and/or remedies are hereby expressly ratified and confirmed; and (vii) acknowledge and agree that the failure by the Co-Borrowers and/or the Guarantors to comply with or perform any of the terms of this Amendment their respective covenants, agreements or any other instrument or agreement executed or delivered in connection herewith, obligations contained herein shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights as amended and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendmentmodified.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Other Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Other Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Other Documents, as amended; (d) acknowledge and agree that that, except as heretofore disclosed to Agent by Borrower in writing, all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Other Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Other Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Other Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent or any Lender in any of the Loan Other Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrower contained herein, under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement Agreement, as amended, or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsexists and all information described in the foregoing Background is true, accurate and complete; (f) covenant acknowledge and agree that such nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and do not constitute a release, termination or waiver of any of the rights or remedies granted to Agent or any Lender therein, which rights and remedies are hereby ratified, confirmed, extended and continued as security for the obligations of Borrower to Agent and Lenders under the Loan Agreement and the other Loan Documents, as amended; and (g) acknowledge and agree that Borrower’s failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower subject to any applicable cure periods contained herein in agreeing to the amendments contained in this Amendmenttherein.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrower contained herein, in the Amended and Restated Revolver Notes and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under Loan Documents or the enforcement of any of the terms of the Loan Agreement Agreement, as amended, the Amended and Restated Revolver Notes or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered as defined in connection herewith, shall constitute an Event of Default under the Loan Agreement and each or any of the other Loan Documents; and) or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists, except those expressly waived in Paragraph 12 above, and all information described in the recitals to this Second Amendment is true, accurate and complete; (gf) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver (except as expressly provided in Paragraph 12 above) of any existing Event of Default or of any of the liens, security interests, suretyship obligations, pledges, rights or remedies granted to the Agent in any of and/or the Loan DocumentsLenders therein, which liens, security interests, suretyship obligations, pledges, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Lender Indebtedness, including, without limitation, all obligations of Borrower acknowledges and agrees that to Agent and Lenders under the Banks are relying on Loan Agreement, as amended by the foregoing agreementsFirst Amendment and this Second Amendment, confirmations, representations the Amended and warranties of such Borrower Restated Revolver Notes and the other agreementsLoan Documents; and (g) acknowledge and agree that Borrower's failure to comply with or perform any of its covenants, representations and warranties of such Borrower contained herein in agreeing to the amendments agreements or obligations contained in this AmendmentSecond Amendment shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower does hereby: (aA) ratifyRatifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, and the Loan Agreement Documents continue to be valid, binding and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (bB) covenant Renews, confirms and agree continues all liens, security interests, rights and remedies granted to the Bank in the Loan Documents, which liens, security interests, rights and remedies shall also secure the performance by Borrower of its obligations hereunder and under the Loan Documents; (C) Covenants and agrees to perform all of such Borrower’s its obligations under the Loan Agreement Agreement, as amended hereby, and the other Loan Documents, as amended; (cD) acknowledge Acknowledges and agree agrees that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums under the Loan Agreement or the enforcement of any of the terms of the Loan Agreement Agreement, as amended hereby, or any of the other Loan Documents, as amended; (dE) acknowledge Ratifies and agree confirms that all representations and warranties of such Borrower the Borrower, contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate true and correct complete on and as of the date hereof hereof, as if made on and as of the date hereof. (F) Represents and warrants that the execution and delivery of this Amendment by Borrower and all documents and agreements to be executed and delivered pursuant to the terms hereof; (eI) represent have been duly authorized by all requisite corporate action by Borrower; (II) will not conflict with or result in the breach of or constitute a default (upon the passage of time, delivery of notice or both) under Borrower's Certificate of Incorporation or By-Laws or any applicable statute, law, rule, regulation or ordinance or any indenture, mortgage, loan or other document or agreement to which Borrower is a party or by which it is bound or affected; and (III) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower, except liens in favor of the Bank or as permitted hereunder or under the Loan Documents; (G) Represents and warrant that warrants that, after giving effect to this Amendment, no Default or Event of Default exists;or event, which with the giving of notice, passage of time or both, would constitute an Event of Default exists and all of the information described in the foregoing Background is accurate and complete; and (fH) covenant Acknowledges and agree agrees that such Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement documents executed or and delivered by Borrower in connection herewithherewith will, shall subject to applicable notice, grace and cure periods, constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does Borrowers do hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as the principal amount of $2,821,000.00 is presently outstanding under the date hereofConsolidated Working Capital Facility, such Borrower has the principal amount of $13,275,640.00 is presently outstanding under the Acquisition Credit Facility Term Loan, and the principal amount of $10,714,286.00 is presently outstanding under the Term Loan, and that Borrowers have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; (d) represent and warrant that (except to the extent of events of default waived pursuant to Section 1 of this Amendment), no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (e) acknowledge and agree that nothing contained herein and no action taken pursuant to the terms hereof are intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and (except to the extent of events of default waived pursuant to Section 1 of this Amendment), do not constitute a release, termination or waiver of any of the rights or remedies granted to Agent therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended;security for the obligations of Borrowers to Agent and Lenders under the Loan Agreement and the other Loan Documents, including, without limitation, this Amendment; and (df) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such any Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any of the Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amendedamended (including, without limitation as modified by the amendments set forth on Schedule A hereto), are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Continuing Borrower does hereby: (ai) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended and modified hereby, the Loan Agreement Original Note and all of the other Original Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (bii) covenant and agree to perform all of such Borrower’s their respective obligations contained herein, under the Loan Agreement and Original Note and/or all of the other Original Loan DocumentsDocuments to which they are a party, as amendedamended and modified hereby; (ciii) acknowledge and agree that as of the date hereof, such Borrower none of the Continuing Borrowers has no any defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Lender or the enforcement of any of the terms of the Loan Agreement or of Note and/or the other Original Loan Documents, as amendedamended and modified hereby; (div) acknowledge and agree that all representations and warranties of such Borrower RAI, RPI and RPVI contained in the Loan Agreement Original Note and/or any of the other Original Loan Documents, as amendedamended and modified hereby, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent any such representation or warranty is by its terms limited to a certain date or dates in which case it remains true, accurate and correct as of such date or dates, and Deerfield and RPXXXV hereby make and affirm to the Lender all representations and warranties made by the Original Borrowers, respectively, in the Original Note and the Loan Documents, as amended and modified hereby, as if made by Deerfield and RPXXXV; (ev) represent and warrant that that, after giving effect to the transactions contemplated by this Amendment, no Default or "Event of Default existsDefault" (as such term is defined in the Original Note, as amended and modified hereby), exists or will exist upon the delivery of notice, passage of time, or both, and all information described in the recitals to this First Amendment is, to the best of each Borrower's respective knowledge, true and accurate; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (gvi) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, hereof are intended to constitute a novation of the Original Note and/or the Loan, or any of the Notes, the Loan Agreement or of any waiver of the other Original Loan Documents Documents, and does do not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests or rights or remedies granted to the Lender under the Original Loan Documents, all of which liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended confirmed and continued as security for the Loan, as amended and modified hereby; and (vii) acknowledge and agree that the failure by the Continuing Borrowers to comply with or perform any of their respective covenants, agreements or obligations contained herein, if not remedied within any applicable notice and/or grace period, shall constitute an Event of Default under the Original Note and under each of the Original Loan Documents, all Obligations. Each Borrower acknowledges as amended and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendmentmodified.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify3.1. ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and thatCredit Agreement, as amended hereby, the Loan Agreement and the all other Loan Documents are valid, binding and in full force and effect and are validas of the date of this Amendment, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedtheir terms; (b) covenant 3.2. covenants and agree agrees to perform all of such Borrower’s its obligations under the Loan Agreement Credit Agreement, as amended hereby, and the all other Loan Documents, as amended; (c) acknowledge 3.3. acknowledges and agree agrees that as of the date hereof, such Borrower it has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing to Lender or the enforcement of any of the terms of the Loan Agreement Credit Agreement, as amended hereby, or any of the other Loan Documents, as amended; (d) acknowledge 3.4. ratifies, confirms and continues all liens, security interests, pledges, mortgages, rights and remedies granted to Lender, in the Credit Agreement and the other Loan Documents and agree that such liens, security interests, pledges and mortgages shall secure all of the Obligations under the Credit Agreement and the other Loan Documents as amended by this Amendment. 3.5. represents and warrants that all representations and warranties of such Borrower contained in the Loan Credit Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate correct and correct on and complete in all material respects as of the date hereof as if of this Amendment unless such representation and warranty is made on and as of the date hereofa specific date; (e) represent 3.6. represents and warrant warrants that no Default or Event of Default Default, or event which with the giving of notice or lapse of time or both would constitute an Event of Default, exists; (f) covenant 3.7. acknowledges and agree agrees that such Borrower’s the failure to comply with or perform any of the terms of its respective covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall will constitute an Event of Default under the Loan Credit Agreement; 3.8. ratifies, confirms and restates all the waivers set forth in the Credit Agreement and each of the any other Loan Documents, all of which are hereby incorporated by reference; and 3.9. represents and warrants that the execution and delivery of this Amendment by Borrower and all documents and agreements to be executed and delivered pursuant to this Amendment: (a) has been duly authorized by all requisite corporate action of Borrower; (b) will not conflict with or result in a breach of, or constitute a default under, any of the terms, conditions, or provisions of any applicable statute, law, rule, regulation or ordinance or Borrower’s governing documents, or any indenture, mortgage, loan or credit agreement or instrument to which Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and (gc) acknowledge and agree that nothing contained hereinwill not result in the creation or imposition of any lien, and no actions taken pursuant to the terms hereof, are intended to constitute a novation charge or encumbrance of any nature whatsoever upon any of the Notes, property or assets of Borrower under the Loan Agreement terms or provisions of any such agreement or instrument, except liens in favor of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentLender.

Further Agreements and Representations. Each Borrower does Borrowers do hereby:: -------------------------------------- (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has Borrowers have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; (d) represent and warrant that no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (e) acknowledge and agree that nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and does not constitute a release, termination or waiver of any of the rights or remedies granted to Agent therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended;security for the obligations of Borrowers to Agent under the Loan Agreement and the other Loan Documents, including, without limitation, this Amendment; and (df) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such any Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify27.1 ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the all other Loan Documents are Documents, in each case as amended by this Amendment, to which Borrower is a party continue to be valid, binding and in full force and effect and are validas to Borrower as of the date of this Amendment, binding and enforceable against such as to Borrower and its assets and properties, all in accordance with the terms thereoftheir terms, as amendedsubject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether construed in a proceeding in equity or at law); (b) covenant 27.2 covenants and agree agrees to perform all of such Borrower’s its obligations under the Loan Agreement and the all other Loan Documents, in each case as amendedamended by this Amendment; (c) acknowledge 27.3 acknowledges and agree agrees that as of the date hereof, such Borrower has no it does not have any defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing to Agent or Lenders or the enforcement of any of the terms of the Loan Agreement or any of the other Loan Documents, in each case as amendedamended by this Amendment; (d) acknowledge 27.4 ratifies, confirms and agree continues all liens, security interests, pledges, rights and remedies granted to Agent, for the benefit of Lenders, by Borrower in the Loan Documents as amended by this Amendment; 27.5 represents and warrants that all representations and warranties of such Borrower as contained in the Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate correct and correct on and complete as of the date hereof of this Amendment (except to the extent such representations and warranties specifically relate to an earlier date in which case Borrower hereby reaffirms such representations and warranties as if of such earlier date); 27.6 except as provided in Schedule 27.6 appended hereto, represents and warrants that all schedules and exhibits attached to and made on part of the Loan Agreement, as amended hereby, and the other Loan Documents are true, correct and complete as of the date hereof;of this Amendment; and (e) represent 27.7 represents and warrant warrants that no Default condition or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of event exists after taking into account the terms of this Amendment which would constitute an Incipient Default or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentDefault.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the all other Loan Documents are in full force and effect and Financing Agreements are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations under Borrower contained herein, in the Loan Agreement and in each of the other Loan Documents, as amendedFinancing Agreements; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under the Loan Agreement or any of the other Financing Agreements or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amendedconditions thereof; (d) acknowledge and agree that that, except as heretofore disclosed to Lender by Borrower in writing, all representations and warranties of such Borrower contained in the Loan Agreement and/or and each of the other Loan Documents, as amended, Financing Agreements are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsexists under the Loan Agreement or any of the other Financing Agreements; (f) covenant acknowledge and agree that such nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Financing Agreements, and does not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Lender therein, which liens, security interests, rights and remedies are hereby ratified, confirmed, extended and continued as security for the Obligations; and (g) acknowledge and agree that Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentFinancing Agreements.

Further Agreements and Representations. Each Borrower F&H does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations F&H contained herein, under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower hereof F&H has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under Loan Documents and, other than any defense, set-off, counterclaim or challenge arising under (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies, the enforcement of any of the terms of the Loan Agreement Agreement, as amended, or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower F&H contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that that, after giving effect to the Plan, the Division, the Sale, the transfer of the Transferred Property and this Amendment, no Default or Event of Default exists; (f) covenant all information described in the foregoing Background above is true, accurate and complete; (g) acknowledge and agree that such Borrowernothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and, except solely with respect to the Transferred Property, do not constitute a release, termination or waiver of any of the rights or remedies granted to Agent or any Lender therein, which rights and remedies are hereby ratified, confirmed, extended and continued as security for the Obligations; and (h) acknowledge and agree that F&H’s failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower subject to any applicable cure periods contained herein in agreeing to the amendments contained in this Amendmenttherein.

Further Agreements and Representations. Each Borrower does hereby: (a1) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b2) covenant and agree to perform all obligations of such Borrower’s obligations Borrower contained herein, in the Amended and Restated Revolver Notes and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c3) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under Loan Documents or the enforcement of any of the terms of the Loan Agreement Agreement, as amended, the Amended and Restated Revolver Notes or of the other Loan Documents, as amended; (d4) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e5) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered as defined in connection herewith, shall constitute an Event of Default under the Loan Agreement and each or any of the other Loan Documents; and) or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (g6) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, suretyship obligations, pledges, rights or remedies granted to the Agent in any of and/or the Loan DocumentsLenders therein, which liens, security interests, suretyship obligations, pledges, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Lender Indebtedness, including, without limitation, all obligations of Borrower acknowledges and agrees that to Agent and Lenders under the Banks are relying on Loan Agreement, as amended hereby, the foregoing agreements, confirmations, representations Amended and warranties of such Borrower Restated Revolver Notes and the other agreementsLoan Documents, representations including, without limitation, this Amendment; and (7) acknowledge and warranties agree that Borrower's failure to comply with or perform any of such Borrower contained herein in agreeing to the amendments its covenants, agreements or obligations contained in this AmendmentAmendment shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower F&H does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations F&H contained herein, under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower hereof F&H has no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement Agreement, as amended, or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower F&H (as amended by the updated schedules attached hereto) contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsexists and all information described in the foregoing Background and in Section 1 above is true, accurate and complete; (f) covenant acknowledge and agree that such Borrowernothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and do not constitute a release, termination or waiver of any of the rights or remedies granted to Agent or any Lender therein, which rights and remedies are hereby ratified, confirmed, extended and continued as security for the Obligations; and (g) acknowledge and agree that F&H’s failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower subject to any applicable cure periods contained herein in agreeing to the amendments contained in this Amendmenttherein.

Further Agreements and Representations. Each Borrower does Borrowers and Guarantor do hereby: : (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement Agreement, the Note and the all other Loan Documents are Documents, as such term is defined in full force and effect and the Loan Agreement, are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amended; effect; (b) covenant and agree to perform all obligations of such Borrower’s obligations under Borrowers and Guarantor contained herein, in the Loan Agreement and in the other Loan Documents, as amended; amended hereby; (c) acknowledge and agree that as of the date hereof, such Borrower has Borrowers and Guarantor have no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under the Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement Agreement, or any of the other Loan Documents, as amended; ; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered Default, as defined in connection herewith, shall constitute an Event of Default under the Loan Agreement and each Agreement, as amended, exists or will exist upon the delivery of the other Loan Documentsnotice, passage of time or both; and (ge) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan DocumentsBank therein, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges the Bank Indebtedness as amended hereby; and agrees (f) acknowledge and agree that Agent Borrowers' and the Banks are relying on the foregoing agreementsGuarantor's failure to comply with or perform any of its covenants, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments agreements or obligations contained in this AmendmentAmendment shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents as amended.

Further Agreements and Representations. Each Borrower does Borrowers do hereby:: -------------------------------------- (a) a. ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) b. covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) c. acknowledge and agree that as of the date hereof, such Borrower has Borrowers have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; d. represent and warrant that no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; e. acknowledge and agree that nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and does not constitute a release, termination or waiver of any of the rights or remedies granted to Agent therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended; (d) acknowledge and agree that all representations and warranties security for the obligations of such Borrower contained in Borrowers to Agent under the Loan Agreement and/or and the other Loan Documents, as amendedincluding, are truewithout limitation, accurate and correct on and as of the date hereof as if made on and as of the date hereof;this Amendment; and (e) represent and warrant that no Default or Event of Default exists; (f) covenant f. acknowledge and agree that such any Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratifyRatifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant Renews, confirms and agree continues all liens, security interests, rights and remedies granted to perform all the Bank in the Loan Documents, which liens, security interests, rights and remedies shall also secure the performance by Borrower of such Borrower’s its obligations hereunder and under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge Covenants and agree agrees to perform all of its obligations under the Loan Agreement, as amended hereby, and the Loan Documents; (d) Acknowledges and agrees that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums constituting Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement Agreement, as amended hereby, or any of the other Loan Documents, as amended; (de) acknowledge Ratifies and agree confirms that all representations and warranties of such Borrower the Borrower, contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate true and correct complete on and as of the date hereof hereof, as if made on and as of the date hereof; (ef) represent Represents and warrant warrants that the execution and delivery of this Amendment by Borrower and all documents and agreements to be executed and delivered pursuant to the terms hereof; (i) have been duly authorized by all requisite corporate action by Borrower; (ii) will not conflict with or result in the breach of or constitute a default (upon the passage of time, delivery of notice or both) under Borrower's Certificate of Incorporation or By-Laws or any applicable statute, law, rule, regulation or ordinance or any indenture, mortgage, loan or other document or agreement to which Borrower is a party or by which it is bound or affected; and (iii) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower, except liens in favor of the Bank or as permitted hereunder or under the Loan Documents; (g) Represents and warrants that, after giving effect to this Amendment, no Default or Event of Default exists;or event, which with the giving of notice, passage of time or both, would constitute an Event of Default exists and all of the information described in the foregoing Background is accurate and complete; and (fh) covenant Acknowledges and agree agrees that such Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement documents executed or and delivered by Borrower in connection herewithherewith will, shall subject to applicable notice, grace and cure periods, constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify16.1 ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the all other Loan Documents are Documents, in each case as amended by this Amendment, to which Borrower is a party continue to be valid, binding and in full force and effect and are validas to Borrower as of the date of this Amendment, binding and enforceable against such as to Borrower and its assets and properties, all in accordance with the terms thereoftheir terms, as amendedsubject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether construed in a proceeding in equity or at law) ; (b) covenant 16.2 covenants and agree agrees to perform all of such Borrower’s its obligations under the Loan Agreement and the all other Loan Documents, in each case as amendedamended by this Amendment; (c) acknowledge 16.3 acknowledges and agree agrees that as of the date hereof, such Borrower has no it does not have any defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing to Agent or Lenders or the enforcement of any of the terms of the Loan Agreement or any of the other Loan Documents, in each case as amendedamended by this Amendment; (d) acknowledge 16.4 ratifies, confirms and agree continues all liens, security interests, pledges, rights and remedies granted to Agent, for the benefit of Lenders, by Borrower in the Loan Documents as amended by this Amendment; 16.5 represents and warrants that all representations and warranties of such Borrower as contained in the Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate correct and correct on and complete as of the date hereof of this Amendment (except to the extent such representations and 13 16.6 represents and warrants that all schedules and exhibits attached to and made part of the Loan Agreement, as if made on amended hereby, and the other Loan Documents are true, correct and complete as of the date hereof;of this Amendment; and (e) represent 16.7 represents and warrant warrants that no Default condition or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of event exists after taking into account the terms of this Amendment which would constitute an Incipient Default or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentDefault.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Credit Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its each Guarantor and their respective assets and properties, all in accordance with the terms thereof, as amendedamended hereby; (b) covenant and agree to perform all of such Borrower’s 's or Guarantor's obligations under the Loan Credit Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower or such Guarantor has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under any of the Notes or any other obligations of Borrowers under the Credit Agreement ("Bank Indebtedness"), or the enforcement of any of the terms of the Loan Credit Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Bank by Borrowers or Guarantors in writing, all representations and warranties of such Borrower Borrowers and Guarantors contained in the Loan Credit Agreement and/or the other Loan Documents, as amended, amended are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that that, after giving effect to the terms and conditions of this Amendment, no Default or Event of Default exists; (f) covenant and agree that such Borrower’s Borrowers' or Guarantors' failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement Credit Agreement, subject to the notice and each of the other Loan Documentsgrace periods provided therein, if applicable; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentBank Indebtedness.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrower contained herein, in the Second Amended and Restated Revolver Notes, under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under the Loan Documents or the enforcement of any of the terms of the Loan Agreement Agreement, as amended, the Second Amended and Restated Revolver Notes or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except as previously disclosed to the Agent in writing with respect to Section 6.6 of the Loan Agreement; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered as defined in connection herewith, shall constitute an Event of Default under the Loan Agreement and each or any of the other Loan Documents; and) or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists, and all information described in the recitals to this Fourth Amendment is true, accurate and complete; (gf) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, suretyship obligations, pledges, rights or remedies granted to the Agent in any of the Loan Documentsand/or Lenders therein, which liens, security interests, suretyship obligations, pledges, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Lender Indebtedness, including, without limitation, all obligations of Borrower acknowledges and agrees that to Agent and Lenders under the Banks are relying on Loan Agreement, as amended by the foregoing agreementsFirst Amendment, confirmationsthe Second Amendment, representations the Third Amendment and warranties of such Borrower this Fourth Amendment, the Second Amended and Restated Revolver Notes and the other agreementsLoan Documents; and (g) acknowledge and agree that Borrower's failure to comply with or perform any of its covenants, representations and warranties of such Borrower contained herein in agreeing to the amendments agreements or obligations contained in this AmendmentFourth Amendment shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatCredit Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein, under the Loan Agreement Note, and under the Credit Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement Credit Agreement, as amended, or of the other Loan Documents, as amended; (d) acknowledge and agree that except as previously disclosed to and consented to by Bank in writing, all representations and warranties of such Borrower Borrowers contained in the Loan Credit Agreement and/or the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsor Potential Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Credit Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interestsguarantees, rights or remedies granted to the Agent in any of the Loan DocumentsBank therein, which liens, security interestsguarantees, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on obligations of Borrowers to Bank under the foregoing agreements, confirmations, representations and warranties of such Borrower Credit Agreement and the other agreementsLoan Documents, representations including, without limitation, this Amendment; (g) acknowledge and warranties agree that a Borrower's failure to comply with or perform any of such Borrower contained herein in agreeing to the amendments its covenants, agreements or obligations contained in this Amendment.Amendment shall constitute an Event of Default under the Credit Agreement and each of the Loan Documents; and (h) acknowledge and confirm that SCT Software & Technology Services, Inc. merged with and into Borrowing Subsidiary with Borrowing Subsidiary being the surviving corporation, and SCT Public Sector, Inc. changed its corporate name to "SCT Government Systems, Inc."

Further Agreements and Representations. Each Borrower does hereby: (a) ratify24.1 ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the all other Loan Documents are to which Borrower is a party continue to be valid, binding and in full force and effect and are validas to Borrower as of the date of this Amendment, binding and enforceable against such as to Borrower and its assets and properties, all in accordance with the terms thereoftheir terms, as amendedsubject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether construed in a proceeding in equity or at law) ; (b) covenant 24.2 covenants and agree agrees to perform all of such Borrower’s its obligations under the Loan Agreement Agreement, as amended hereby, and the all other Loan Documents, as amended; (c) acknowledge 24.3 acknowledges and agree agrees that as of the date hereof, such Borrower has no it does not have any defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing to Agent or Lenders or the enforcement of any of the terms of the Loan Agreement Agreement, as amended hereby, or any of the other Loan Documents, as amended; (d) acknowledge 24.4 ratifies, confirms and agree continues all liens, security interests, pledges, rights and remedies granted to Agent, for the benefit of Lenders, by Borrower in the Loan Documents; 24.5 represents and warrants that all representations and warranties of such Borrower as contained in the Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate correct and correct on and complete as of the date hereof of this Amendment (except to the extent such representations and warranties specifically relate to an earlier date in which case Borrower hereby reaffirms such representations and warranties as if of such earlier date); 24.6 represents and warrants that all schedules and exhibits attached to and made on part of the Loan Agreement, as amended hereby, and the other Loan Documents are true, correct and complete as of the date hereof;of this Amendment; and (e) represent 24.7 represents and warrant warrants that no Default condition or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of event exists after taking into account the terms of this Amendment which would constitute an Incipient Default or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentDefault.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein, under the Increase Note, as amended, the original Revolving Credit Note, and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement Agreement, as amended, or of the other Loan Documents, as amended; (d) acknowledge and agree that except as previously disclosed to and consented to by Bank in writing, all representations and warranties of such Borrower Borrowers contained in the Loan Agreement and/or the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that that, upon execution of this Amendment, no Default or Event of Default exists(as defined in the Loan Agreement or any of the other Loan Documents) or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (f) covenant acknowledge and agree that such nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and, except for the waiver provided in Paragraph 4 hereof, does not constitute a release, termination or waiver of any of the rights or remedies granted to the Bank therein, which rights and remedies are hereby ratified, confirmed, extended and continued as security for the obligations of Borrowers to Bank under the Loan Agreement and the other Loan Documents, including, without limitation, this Amendment; and (g) acknowledge and agree that a Borrower’s 's failure to comply with or perform any of its covenants, agreements or obligations contained in this Amendment, the Increase Note, as amended, any of the terms of this Amendment Security Agreements or under any other agreement or instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify19.1 ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the all other Loan Documents are to which Borrower is a party continue to be valid, binding and in full force and effect and are validas to Borrower as of the date of this Amendment, binding and enforceable against such as to Borrower and its assets and properties, all in accordance with the terms thereoftheir terms, as amendedsubject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether construed in a proceeding in equity or at law) ; (b) covenant 19.2 covenants and agree agrees to perform all of such Borrower’s its obligations under the Loan Agreement Agreement, as amended hereby, and the all other Loan Documents, as amended; (c) acknowledge 19.3 acknowledges and agree agrees that as of the date hereof, such Borrower has no it does not have any defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing to Agent or Lenders or the enforcement of any of the terms of the Loan Agreement Agreement, as amended hereby, or any of the other Loan Documents, as amended; (d) acknowledge 19.4 ratifies, confirms and agree continues all liens, security interests, pledges, rights and remedies granted to Agent, for the benefit of Lenders, by Borrower in the Loan Documents; 19.5 represents and warrants that all representations and warranties of such Borrower as contained in the Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate correct and correct on and complete as of the date hereof of this Amendment (except to the extent such representations and warranties specifically relate to an earlier date in which case Borrower hereby reaffirms such representations and warranties as if of such earlier date); 19.6 represents and warrants that all schedules and exhibits attached to and made on part of the Loan Agreement, as amended hereby, and the other Loan Documents are true, correct and complete as of the date hereof;of this Amendment; and (e) represent 19.7 represents and warrant warrants that no Default condition or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of event exists after taking into account the terms of this Amendment which would constitute an Incipient Default or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentDefault.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background and in Section 1 hereof are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such no Borrower has no any defense, set-off, counterclaim or challenge against the payment of any Obligations Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such each Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct in all material respects on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists, except as provided for in Section 1(a) herein; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan DocumentsDocuments subject to any applicable notice and cure periods provided for therein; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and, except as specifically set forth in Section 1 hereof, Section 1 of the First Amendment and Modification to Loan and Security Agreement among Borrowers and the Bank and Section 1 of the Second Amendment and Modification to Loan and Security Agreement among Borrowers and Bank, does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsBank Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such each Borrower and the other agreements, representations and warranties of such each Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background and in Section 1 hereof are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such no Borrower has no any defense, set-off, counterclaim or challenge against the payment of any Obligations Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such each Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct in all material respects on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists, except as provided for in Section 1(a) herein; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan DocumentsDocuments subject to any applicable notice and cure periods provided for therein; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and, except as specifically set forth in Section 1 hereof, Section 1 of the First Amendment, Section 1 of the Second Amendment and Section 1 of the Third Amendment, does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsBank Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such each Borrower and the other agreements, representations and warranties of such each Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under any of the Obligations, as amended, or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that except as heretofore disclosed to Lender by Borrowers in writing, all representations and warranties of such Borrower Borrowers contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that except as heretofore disclosed to Lender by Borrowers in writing, upon execution by Lender of this Amendment, no Default or Event of Default exists;or event which with the delivery of notice, passage of time or both would constitute an Event of Default exists or will exist and all information described in the foregoing Background is true and accurate; and (f) covenant and agree that such Borrower’s Borrowers’ failure to comply with any of the terms of this Amendment or any other instrument or agreement of the documents executed or delivered in connection herewithto Lender pursuant to the terms hereof (including, without limitation, Borrowers’ failure to obtain the New Financing and repay a portion of the Revolving Loans) shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentAgreement.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify16.1 ratifies, confirm confirms and acknowledge acknowledges that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the all other Loan Documents are Documents, in each case as amended by this Amendment, to which Borrower is a party continue to be valid, binding and in full force and effect and are validas to Borrower as of the date of this Amendment, binding and enforceable against such as to Borrower and its assets and properties, all in accordance with the terms thereoftheir terms, as amendedsubject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless of whether construed in a proceeding in equity or at law) ; (b) covenant 16.2 covenants and agree agrees to perform all of such Borrower’s its obligations under the Loan Agreement and the all other Loan Documents, in each case as amendedamended by this Amendment; (c) acknowledge 16.3 acknowledges and agree agrees that as of the date hereof, such Borrower has no it does not have any defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing to Agent or Lenders or the enforcement of any of the terms of the Loan Agreement or any of the other Loan Documents, in each case as amendedamended by this Amendment; (d) acknowledge 16.4 ratifies, confirms and agree continues all liens, security interests, pledges, rights and remedies granted to Agent, for the benefit of Lenders, by Borrower in the Loan Documents as amended by this Amendment; 16.5 represents and warrants that all representations and warranties of such Borrower as contained in the Loan Agreement and/or and the other Loan Documents, as amended, Documents are true, accurate correct and correct on and complete as of the date hereof of this Amendment (except to the extent such representations and warranties specifically relate to an earlier date in which case Borrower hereby reaffirms such representations and warranties as if of such earlier date); 16.6 represents and warrants that all schedules and exhibits attached to and made on part of the Loan Agreement, as amended hereby, and the other Loan Documents are true, correct and complete as of the date hereof;of this Amendment; and (e) represent 16.7 represents and warrant warrants that no Default condition or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of event exists after taking into account the terms of this Amendment which would constitute an Incipient Default or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentDefault.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no current defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Potential Event of Default exists; (f) covenant and agree that such on or before October 1, 2020, Borrower shall deliver to the Bank (or its counsel), wet ink originals of this Amendment and the Secretary’s Certificate of Borrower; (g) covenant and agree that Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (gh) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the all other Loan Documents are in full force and effect and Financing Agreements are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations under Borrower contained herein, in the Loan Agreement and in each of the other Loan Documents, as amendedFinancing Agreements; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under the Loan Agreement or any of the other Financing Agreements or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amendedconditions thereof; (d) acknowledge and agree that that, except as heretofore disclosed to Lender by Borrower in writing, all representations and warranties of such Borrower contained in the Loan Agreement and/or and each of the other Loan Documents, as amended, Financing Agreements are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsexists under the Loan Agreement or any of the other Financing Agreements; (f) covenant acknowledge and agree that such nothing contained herein and no actions taken pursuant to the terms hereof is intended to constitute a novation of the Loan Agreement or any of the other Financing Agreements, and does not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Lender therein, which liens, security interests, rights and remedies are hereby ratified, confirmed, extended and continued as security for the Obligations; and (g) acknowledge and agree that Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, Agreement shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this AmendmentFinancing Agreements.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatCredit Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein, under the Loan Agreement Amended and Restated Note, the Increase Note, and under the Credit Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement Credit Agreement, as amended, or of the other Loan Documents, as amended; (d) acknowledge and agree that except as previously disclosed to and consented to by Bank in writing, all representations and warranties of such Borrower Borrowers contained in the Loan Credit Agreement and/or the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsor Potential Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Credit Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interestsguarantees, rights or remedies granted to the Agent in any of the Loan DocumentsBank therein, which liens, security interestsguarantees, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on obligations of Borrowers to Bank under the foregoing agreements, confirmations, representations and warranties of such Borrower Credit Agreement and the other agreementsLoan Documents, representations including, without limitation, this Amendment; and (g) acknowledge and warranties agree that a Borrower's failure to comply with or perform any of such Borrower contained herein in agreeing to the amendments its covenants, agreements or obligations contained in this AmendmentAmendment shall constitute an Event of Default under the Credit Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower does Borrowers do hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as the principal amount of $-0- is presently outstanding under the date hereofConsolidated Working Capital Facility, such Borrower has the principal amount of $8,445,918.10 is presently outstanding under the Acquisition Credit Facility Term Loan, and the principal amount of $10,178,571.39 is presently outstanding under the Term Loan, and that Borrowers have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; (d) represent and warrant that, except for the Events of Default waived herein, no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (e) acknowledge and agree that nothing contained herein and no action taken pursuant to the terms hereof are intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and (except to the extent of events of default waived pursuant to Section 1 of this Amendment), do not constitute a release, termination or waiver of any of the rights or remedies granted to Agent therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended;security for the obligations of Borrowers to Agent and Lenders under the Loan Agreement and the other Loan Documents, including, without limitation, this Amendment; and (df) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such any Borrower’s 's failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each The Borrower does and the Guarantors do hereby: (ai) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified, the Loan Agreement, the Note, the Agreement of Guaranty and the all other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (bii) covenant and agree to perform all of such Borrower’s their respective obligations contained herein and under the Loan Agreement, the Note, the Agreement of Guaranty and the all other Loan Documents, as amendedamended and modified; (ciii) acknowledge and agree that as of the date hereof, such the Borrower has and the Guarantors have no defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Lender or the enforcement of any of the terms of the Loan Agreement, Note, the Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement Guaranty and/or the other Loan Documents, all as amendedamended and modified; (iv) acknowledge and agree that, except as previously disclosed by the Borrower and/or the Guarantors to the Lender, all representations and warranties of the Borrower and/or the Guarantors contained in the Loan Agreement, the Note, the Agreement of Guaranty and/or the other Loan Documents, are true, accurate and correct on and in all material respects as of the date hereof as if made on and as of the date hereof; (ev) represent and warrant that that, after giving effect to the transactions contemplated by this First Amendment, no Default or "Event of Default existsDefault" (as such term is defined in the Loan Agreement), exists or will exist upon the delivery of notice, passage of time, or both, and all information described in the recitals is true and accurate; (fvi) covenant acknowledge and agree that such Borrower’s nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Note, and the Revolving Credit Facility, or any waiver of the other Loan Documents, and do not constitute a release, termination or waiver of any of the rights and/or remedies granted to the Lender under the Loan Documents, all of which rights and/or remedies are hereby ratified and confirmed; and (vii) acknowledge and agree that the failure by the Borrower and/or the Guarantors to comply with or perform any of the terms of this Amendment their respective covenants, agreements or any other instrument or agreement executed or delivered in connection herewith, obligations contained herein shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights as amended and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendmentmodified.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any of the Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amendedamended (including, without limitation as modified by the Updated Schedules), are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or or, except as expressly set forth in Section 1 above, waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all of the Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does Borrowers do hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect continue to be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as the principal amount of $-0- is presently outstanding under the date hereofConsolidated Working Capital Facility, such Borrower has the principal amount of $8,445,918.10 is presently outstanding under the Acquisition Credit Facility Term Loan, and the principal amount of $10,178,571.39 is presently outstanding under the Term Loan, and that Borrowers have no defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement, as amended, or the other Loan Documents; (d) represent and warrant that, except for the Events of Default waived herein, no Event of Default or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (e) acknowledge and agree that nothing contained herein and no action taken pursuant to the terms hereof are intended to constitute a novation of the Loan Agreement or any of the other Loan Documents, and (except to the extent of events of default waived pursuant to Section 1 of this Amendment), do not constitute a release, termination or waiver of any of the rights or remedies granted to Agent therein, which rights and remedies are hereby ratified, confirmed, extended and continued as amended;security for the obligations of Borrowers to Agent and Lenders under the Loan Agreement and the other Loan Documents, including, without limitation, this Amendment; and (df) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such any Borrower’s failure to comply with or perform any of the terms of its covenants, agreements or obligations contained in this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Credit Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Credit Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Loan Credit Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Credit Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in the subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Credit Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Credit Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Administrative Agent or any other Lender in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Administrative Agent and the Banks Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background and in Section 1 hereof are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such no Borrower has no any defense, set-off, counterclaim or challenge against the payment of any Obligations Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such each Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists, except as provided for in Section 1(a) herein; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsBank Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such each Borrower and the other agreements, representations and warranties of such each Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Other Documents are in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended, except as such enforceability may be limited by any applicable bankruptcy, insolvency, morabrium or similar laws affecting creditors’ rights generally;; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Other Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations or the enforcement of any of the terms of the Loan Agreement or of the other Loan Other Documents, as amended; (d) acknowledge and agree that that, except as heretofore disclosed to Agent by Borrower in writing, all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Other Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereofhereof after taking into account the Updated Schedules; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Other Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the NotesNote, the Loan Agreement or of any of the other Loan Other Documents and does not constitute a release, termination or or, other than as set forth in Section 13 hereof, waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent or any Lender in any of the Loan Other Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks Lenders are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each Borrower does Borrowers do hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background hereof are true and complete and thatthat the Loan Agreement, as amended herebyamended, the Loan Agreement and the other Loan Documents are in full force and effect be and are valid, binding and enforceable against such Borrower in full force and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrowers contained herein and under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such no Borrower has no any defense, set-off, counterclaim or challenge against the payment of any Obligations or sums owing under Loan Documents, the enforcement of any of the terms of the Loan Agreement Agreement, as amended, or of the other Loan Documents, as amended;. (d) acknowledge and agree that all representations and warranties of such any Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default existsor event which with the giving of notice or passage of time or both would constitute such an Event of Default exists and all information described in the foregoing Background is true, accurate and complete; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan DocumentsBank therein, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each the obligations of Borrower acknowledges and agrees that Agent and to Bank under the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower Loan Agreement and the other agreementsLoan Documents, representations except with respect to Bank's release of the Escrow Account as specifically provided for herein; and (g) acknowledge and warranties agree that any Borrower's failure to comply with or perform any of such Borrower contained herein in agreeing to the amendments its covenants, agreements or obligations contained in this AmendmentAmendment shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower does The Co-Borrowers and the Guarantors do hereby: (ai) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified, the Loan Agreement, the Notes, the Agreement of Guaranty, the Security Agreements and all of the other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended;effect, (bii) covenant and agree to perform all of such Borrower’s their respective obligations contained herein and under the Loan Agreement, the Notes, the Agreement of Guaranty, the Security Agreements and all of the other Loan Documents, as amendedamended and modified; (ciii) acknowledge and agree that as of the date hereof, such Borrower has the Co-Borrowers and the Guarantors have no defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Agent or to any Lender or the enforcement of any of the terms of the Loan Agreement, the Notes, the Agreement or of Guaranty, the Security Agreements and/or any of the other Loan Documents, all as amendedamended and modified; (div) acknowledge and agree that all of the representations and warranties of such Borrower the Co-Borrowers and/or the Guarantors contained in the Loan Agreement, the Notes, the Agreement of Guaranty, the Security Agreements and/or all of the other Loan Documents, as amended, are true, accurate and correct on and in all material respects as of the date hereof as if made on and as of the date hereof;, (ev) represent and warrant that that, after giving effect to the transactions contemplated by this Second Amendment, no Default or "Event of Default existsDefault" (as such term is defined in the Loan Agreement), exists or will exist upon the delivery of notice, passage of time, or both, and all information described in the recitals is true and accurate; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (gvi) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, hereof are intended to constitute a novation of any of the Notes, the Revolving Credit Loan Agreement Facility, the Term Loan Facility #1 and/or the Term Loan Facility #2, or any waiver of any of the other Loan Documents Documents, and does do not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or and/or remedies granted to the Agent in Agent, on behalf of the Lenders, or to any of the Lenders under the Loan Documents, all of which liens, security interests, rights and and/or remedies are hereby expressly ratifiedratified and confirmed; and (vii) acknowledge and agree that the failure by the Co-Borrowers and/or the Guarantors to comply with or perform any of their respective covenants, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations and warranties of such Borrower agreements or obligations contained herein in agreeing to shall constitute an Event of Default under the amendments contained in this AmendmentLoan Agreement and each ot the Loan Documents, as amended and modified.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended modified hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrower contained herein, in the Second Amended and Restated Revolver Notes, under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under the Loan Documents or the enforcement of any of the terms of the Loan Agreement Agreement, as amended, the Second Amended and Restated Revolver Notes or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except as previously disclosed to the Agent in writing with respect to Section 6.6 of the Loan Agreement; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered as defined in connection herewith, shall constitute an Event of Default under the Loan Agreement and each or any of the other Loan Documents; and) or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists, and all information described in the recitals to this Modification is true, accurate and complete; (gf) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, suretyship obligations, pledges, rights or remedies granted to the Agent in any of the Loan Documentsand/or Lenders therein, which liens, security interests, suretyship obligations, pledges, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Lender Indebtedness, including, without limitation, all obligations of Borrower acknowledges and agrees that to Agent and Lenders under the Banks are relying on Loan Agreement, as amended by the foregoing agreementsFirst Amendment, confirmationsthe Second Amendment, representations the Third Amendment and warranties of such Borrower the Fourth Amendment, as modified hereby, the Second Amended and Restated Revolver Notes and the other agreementsLoan Documents; and (g) acknowledge and agree that Borrower's failure to comply with or perform any of its covenants, representations and warranties of such Borrower contained herein in agreeing to the amendments agreements or obligations contained in this AmendmentModification shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and thatLoan Agreement, as amended hereby, the Loan Agreement and the other Loan Documents are valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amendedeffect; (b) covenant and agree to perform all obligations of such Borrower’s obligations Borrower contained herein, in the Second Amended and Restated Revolver Notes, under the Loan Agreement Agreement, as amended, and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such Borrower has no defense, set-off, counterclaim or challenge against the payment of any Obligations sums owing under the Loan Documents or the enforcement of any of the terms of the Loan Agreement Agreement, as amended, the Second Amended and Restated Revolver Notes or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof, except as previously disclosed to the Agent in writing with respect to Section 6.6 of the Loan Agreement; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered as defined in connection herewith, shall constitute an Event of Default under the Loan Agreement and each or any of the other Loan Documents; and) or event which with the giving of notice or passage of time or both would constitute such an Event of Default exists, except those expressly waived in Paragraph 9 above, and all information described in the recitals to this Third Amendment is true, accurate and complete; (gf) acknowledge and agree that nothing contained herein, herein and no actions taken pursuant to the terms hereof, are hereof is intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents Documents, and does not constitute a release, termination or waiver (except as expressly provided in Paragraph 9 above) of any existing Event of Default or of any of the liens, security interests, suretyship obligations, pledges, rights or remedies granted to the Agent in any of the Loan Documentsand/or Lenders therein, which liens, security interests, suretyship obligations, pledges, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Lender Indebtedness, including, without limitation, all obligations of Borrower acknowledges and agrees that to Agent and Lenders under the Banks are relying on Loan Agreement, as amended by the foregoing agreementsFirst Amendment, confirmationsthe Second Amendment and this Third Amendment, representations the Second Amended and warranties of such Borrower Restated Revolver Notes and the other agreementsLoan Documents; and (g) acknowledge and agree that Borrower's failure to comply with or perform any of its covenants, representations and warranties of such Borrower contained herein in agreeing to the amendments agreements or obligations contained in this AmendmentThird Amendment shall constitute an Event of Default under the Loan Agreement and each of the Loan Documents.

Further Agreements and Representations. Each Borrower does hereby: (a) ratify, confirm and acknowledge that the statements contained in the foregoing Background and in Section 1 hereof are true and complete and that, as amended hereby, the Loan Agreement and the other Loan Documents are in full force and effect and are valid, binding and enforceable against such each Borrower and its assets and properties, all in accordance with the terms thereof, as amended; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (c) acknowledge and agree that as of the date hereof, such no Borrower has no any defense, set-off, counterclaim or challenge against the payment of any Obligations Bank Indebtedness or the enforcement of any of the terms of the Loan Agreement or of the other Loan Documents, as amended; (d) acknowledge and agree that all representations and warranties of such each Borrower contained in the Loan Agreement and/or the other Loan Documents, as amended, are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; (e) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent Bank in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all ObligationsBank Indebtedness. Each Borrower acknowledges and agrees that Agent and the Banks are Bank is relying on the foregoing agreements, confirmations, representations and warranties of such each Borrower and the other agreements, representations and warranties of such each Borrower contained herein in agreeing to the amendments contained in this Amendment.

Further Agreements and Representations. Each The Borrower does and the Guarantors do hereby: : (ai) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified by this Third Amendment, the Loan Agreement Credit Agreement, the Notes, the Guaranties, and the all other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; effect; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (cii) acknowledge and agree that that, as of the date hereof, such none of the Borrower or any of the Guarantors has no any defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Loan Agreement or Credit Agreement, the Guaranties and/or any of the other Loan Documents, as amended; ; (diii) acknowledge and agree that all representations and warranties of such the Borrower and the Guarantors contained in the Loan Agreement and/or Credit Agreement, the Guaranties, and the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; , except to the extent any such representation or warranty is by its terms limited to a certain date or dates in which case it remains true, accurate and correct as of such date or dates and that, with the exception of (ea) the Amended and Restated Certificate of Incorporation of the Borrower filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, the current By-Laws of the Borrower, and the Certificate of Ownership and Merger Merging ISO Investment Holdings, Inc., a Delaware corporation, into the Borrower filed with the Office of the Secretary of State of the State of Delaware on June 30, 2010, each of which is attached to a Certificate of Insurance Services Office, Inc., as to Existence, Authorization and Incumbency dated of even date herewith and delivered as of the date hereof to the Administrative Agent, and (b) the Amended and Restated Certificate of Incorporation of Verisk Analytics filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, which has been previously delivered to the Administrative Agent, none of the corporate governing documents of the Borrower or the Guarantors have been amended, modified or supplemented since the date of the execution and delivery of the Credit Agreement; and (iv) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations Guarantors have taken all necessary action required by law and warranties by their respective corporate governing documents to execute and deliver this Third Amendment and that such execution and delivery constitutes the legal and validly binding action of such Borrower contained herein in agreeing to the amendments contained in this Amendmententities.

Further Agreements and Representations. Each The Borrower does and the Guarantors do hereby: : (ai) ratify, confirm and acknowledge that the statements contained in the foregoing Background are true and complete and that, as amended herebyand modified by this Fourth Amendment, the Loan Agreement Credit Agreement, the Notes, the Guaranties, and the all other Loan Documents are continue to be valid, binding and in full force and effect and are valid, binding and enforceable against such Borrower and its assets and properties, all in accordance with the terms thereof, as amended; effect; (b) covenant and agree to perform all of such Borrower’s obligations under the Loan Agreement and the other Loan Documents, as amended; (cii) acknowledge and agree that that, as of the date hereof, such none of the Borrower or any of the Guarantors has no any defense, set-off, counterclaim or challenge against the payment of any Obligations sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Loan Agreement or Credit Agreement, the Guaranties and/or any of the other Loan Documents, as amended; ; (diii) acknowledge and agree that all representations and warranties of such the Borrower and the Guarantors contained in the Loan Agreement and/or Credit Agreement, the Guaranties, and the other Loan Documents, as amended, Documents are true, accurate and correct on and as of the date hereof as if made on and as of the date hereof; , except (ea) to the extent any such representation or warranty is by its terms limited to a certain date or dates in which case it remains true, accurate and correct as of such date or dates, or (b) to the extent any such representation or warranty references or incorporates by reference any of the updated Schedules attached to this Fourth Amendment, in which case such representation or warranty shall be deemed to incorporate and refer to such updated Schedules, rather than the corresponding Schedules originally attached to the Original Credit Agreement, and that, with the exception of (1) the Amended and Restated Certificate of Incorporation of the Borrower filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, the current By-Laws of the Borrower, and the Certificate of Ownership and Merger Merging ISO Investment Holdings, Inc., a Delaware corporation, into the Borrower filed with the Office of the Secretary of State of the State of Delaware on June 30, 2010, each of which is attached to a Certificate of Insurance Services Office, Inc., as to Existence, Authorization and Incumbency dated of even date herewith and delivered as of the date hereof to the Administrative Agent, and (2) the Amended and Restated Certificate of Incorporation of Verisk Analytics filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, which has been previously delivered to the Administrative Agent, none of the corporate governing documents of the Borrower or the Guarantors have been amended, modified or supplemented since the date of the execution and delivery of the Credit Agreement; and (iv) represent and warrant that no Default or Event of Default exists; (f) covenant and agree that such Borrower’s failure to comply with any of the terms of this Amendment or any other instrument or agreement executed or delivered in connection herewith, shall constitute an Event of Default under the Loan Agreement and each of the other Loan Documents; and (g) acknowledge and agree that nothing contained herein, and no actions taken pursuant to the terms hereof, are intended to constitute a novation of any of the Notes, the Loan Agreement or of any of the other Loan Documents and does not constitute a release, termination or waiver of any existing Event of Default or of any of the liens, security interests, rights or remedies granted to the Agent in any of the Loan Documents, which liens, security interests, rights and remedies are hereby expressly ratified, confirmed, extended and continued as security for all Obligations. Each Borrower acknowledges and agrees that Agent and the Banks are relying on the foregoing agreements, confirmations, representations and warranties of such Borrower and the other agreements, representations Guarantors have taken all necessary action required by law and warranties by their respective corporate governing documents to execute and deliver this Fourth Amendment and that such execution and delivery constitutes the legal and validly binding action of such Borrower contained herein in agreeing to the amendments contained in this Amendmententities.