Common use of Representations, Warranties and Covenants of Borrowers Clause in Contracts

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes Note (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to that as of the date of this Amendment and covenants with the Agent and the Lenders that: after giving effect hereto (a) such Borrower reaffirms all representations no event has occurred and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that is continuing which, after giving effect to this Amendment all are true and correct in all material respects as Amendment, constitutes a Default or an Event of Default, (b) the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, of such Borrower contained in which case such representations the Loan Agreement and warranties were the other Loan Documents are true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all the date hereof to the same extent as though made on and as of the covenants contained date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in the Loan Agreement (which case they are true and correct in all material respects as amended hereby) (including without limitationof such earlier date, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred the execution and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) delivery by such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (performance by such Borrower of the Loan Agreement, as defined below)amended by this Amendment, that are within such actions were Borrower’s corporate powers and have been duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing (d) this Amendment and the Notes on its behalf was similarly authorized and empoweredLoan Agreement, as amended by this Amendment, are legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (e) the execution and delivery by such Borrower of this Amendment and the Notes does performance by such Borrower of the Loan Agreement, as amended by this Amendment, do not require the consent of any Person (other than that which has been obtained) and do not contravene the terms of such Borrower’s Organic Documents, any provisions of its certificate of incorporation Restrictive Agreement or formationany other indenture, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement undertaking to which it such Borrower is a party or by which such Borrower or any of its properties are property is bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with that as of the Agent and the Lenders that: Effective Date (a) such Borrower reaffirms all no event has occurred and is continuing which constitutes a Default or an Event of Default, (b) the representations and warranties made to Agent and Lenders under of such Borrower contained in the Loan Agreement and all of the Other other Loan Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such other specific representations and warranties specifically relate to an earlier date); , in which case they are true and correct in all material respects as of such earlier date, (bc) the execution and delivery by such Borrower reaffirms all of this Agreement and the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released performance by Agent and Lenders (other than contingent indemnification obligations which survive termination such Borrower of the Loan Agreement); (c) no Default or Event of Default has occurred , as amended by this Agreement, are within such Borrower’s corporate powers and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were have been duly authorized by all necessary limited liability company or corporate action, (d) this Agreement and the Loan Agreement, as applicableamended by this Agreement, are legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the officer executing enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (e) the execution and delivery by such Borrower of this Amendment Agreement and the Notes on its behalf was similarly authorized performance by such Borrower of the Loan Agreement, as amended by this Agreement, do not require the consent of any Person (other than that which has been obtained) and empowered, and that this Amendment and the Notes does do not contravene the terms of such Borrower’s Organic Documents, any provisions of its certificate of incorporation Restrictive Agreement or formationany other indenture, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement undertaking to which it such Borrower is a party or by which such Borrower or any of its properties are property is bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) other Existing Financing Agreements and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement)Lenders; (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under any of the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement)Existing Financing Agreements; (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes Note (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes Note on its behalf was similarly authorized and empowered, and that this Amendment and the Notes Note does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the NotesNote, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each To induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents and represents, warrants to and covenants with the Agent to Agents and the Lenders that:, (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all as of the Other Documents (as described date hereof, and defined in the Loan Agreement) and confirms that after giving effect to the terms hereof and to the terms of the Forbearance Agreement (defined below), there exists no Default or Event of Default under the Credit Agreement or any of the other Loan Documents, except Existing Defaults (as defined in the Forbearance Agreement), (b) each representation and warranty made or deemed to be made in this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were Loan Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such other representation or warranty relates to a prior specific date); (b) such Borrower reaffirms all date or period and except for any representation or warranty that is untrue as a result of the occurrence or continuance of any of the Existing Defaults as defined in the Forbearance Agreement) and Borrowers hereby reaffirm each of the agreements, covenants contained and undertakings set forth in the Loan Agreement (Documents and in each and every other agreement, instrument and other document executed in connection therewith or pursuant thereto as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein)if Borrowers were making said agreements, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under undertakings on the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement);date hereof, (c) no Default or Event of Default each Borrower has occurred the power and is continuing under the Loan Agreement or the Other Documents (as described duly authorized to enter into, deliver and defined in the Loan Agreement);perform this Amendment and (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and each of the Notes (as defined below)Loan Documents is the legal, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, valid and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions binding obligation of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which each Borrower enforceable against it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents To induce Agents and warrants Lenders to and covenants with the Agent and the Lenders thatenter into this Amendment: (a) such Each Borrower reaffirms all representations hereby represents, warrants and warranties made covenants to Agent Agents and Lenders under the Loan Agreement and all that, (i) as of the Other Documents (as described date hereof, and defined in the Loan Agreement) and confirms that after giving effect to the terms hereof, there exists no Event of Default under the Credit Agreement or any of the other Loan Documents other than the Fixed Charge Coverage Ratio Defaults, (ii) each representation and warranty made or deemed to be made in this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were Loan Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representation or warranty relates to a prior specific date or period) and Borrowers hereby reaffirm each of the agreements, covenants and undertakings set forth in the Loan Documents and in each and every other specific date);agreement, instrument and other document executed in connection therewith or pursuant thereto as if Borrowers were making said agreements, covenants and undertakings on the date hereof, (iii) each Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment and (iv) this Amendment and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. (b) such Each Borrower reaffirms all acknowledges and agrees that no right of the covenants contained in the Loan Agreement (as amended hereby) (including without limitationoffset, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders defense (other than contingent indemnification obligations which survive termination to the extent of prior payment or performance of any Obligations), counterclaim, claim, causes of action or objection in favor of any Borrower against either Agent or any Lender presently exists by reason of any act, event, omission, manner, cause or things occurring on or prior to the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms date of this Amendment and arising out of or with respect to, (i) the Notes (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate actionCredit Agreement, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylawshereby amended, or any of the other formation documentsLoan Documents, as applicable(ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iii) the administration or funding of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendmentthe Loans, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by Obligations or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyLetter of Credit.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants that as of the date of this Amendment and after giving effect hereto and to that certain Limited Waiver to Amended and covenants with the Agent Restated Loan and the Lenders that: Security Agreement, dated as of even date herewith (a) such Borrower reaffirms all representations no event has occurred and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that is continuing which, after giving effect to this Amendment all are true and correct in all material respects as Amendment, constitutes a Default or an Event of Default, (b) the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, of such Borrower contained in which case such representations the Loan Agreement and warranties were the other Loan Documents are true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all the date hereof to the same extent as though made on and as of the covenants contained date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in the Loan Agreement (which case they are true and correct in all material respects as amended hereby) (including without limitationof such earlier date, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred the execution and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) delivery by such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (performance by such Borrower of the Loan Agreement, as defined below)amended by this Amendment, that are within such actions were Borrower’s corporate powers and have been duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing (d) this Amendment and the Notes on its behalf was similarly authorized and empoweredLoan Agreement, as amended by this Amendment, are legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (e) the execution and delivery by such Borrower of this Amendment and the Notes does performance by such Borrower of the Loan Agreement, as amended by this Amendment, do not require the consent of any Person (other than that which has been obtained) and do not contravene the terms of such Borrower’s Organic Documents, any provisions of its certificate of incorporation Restrictive Agreement or formationany other indenture, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement undertaking to which it such Borrower is a party or by which such Borrower or any of its properties are property is bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the To induce Agent and the Lenders thatto enter into this Amendment: (a) such Each Borrower reaffirms all representations hereby represents, warrants and warranties made covenants to Agent Agents and Lenders under the Loan Agreement and all that, (i) as of the Other Documents (as described date hereof, and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific dateterms hereof, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) there exists no Default or Event of Default has occurred and is continuing under the Loan Credit Agreement or any of the Other Documents other Loan Documents, (as described ii) each representation and defined warranty made or deemed to be made in this Amendment and in the Loan Agreement);Documents is true and correct on and as of the date of this Amendment (except to the extent that any such representation or warranty relates to a prior specific date or period) and Borrowers hereby reaffirm each of the agreements, covenants and undertakings set forth in the Loan Documents and in each and every other agreement, instrument and other document executed in connection therewith or pursuant thereto as if Borrowers were making said agreements, covenants and undertakings on the date hereof, (diii) such each Borrower has the authority power and legal right is duly authorized to executeenter into, deliver and carry out the terms of perform this Amendment and (iv) this Amendment and each of the Notes (as defined below)Loan Documents is the legal, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, valid and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions binding obligation of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which each Borrower enforceable against it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective its terms. (b) Each Borrower acknowledges and agrees that no right of offset, except defense, counterclaim, claim, causes of action or objection in favor of any Borrower against either Agent or any Lender exists arising out of or with respect to, (i) the Credit Agreement, as hereby amended, or any of the other Loan Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iii) the administration or funding of any of the Loans, the Secured Obligations or any Letter of Credit, and each Borrower does hereby expressly waive, release and relinquish any and all such enforceability may be limited by defenses, setoffs, claims, counterclaims, causes of action or objections, if any, against either Agent or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyLender.

Representations, Warranties and Covenants of Borrowers. (a) Each Borrower hereby represents and represents, warrants to and covenants with the Agent to Agents and the Lenders that:, (ai) such Borrower reaffirms all representations each representation and warranties warranty made or deemed to Agent be made in this Amendment and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representation or warranty relates to a prior specific date or period) and Borrowers hereby reaffirm each of the agreements, covenants and undertakings set forth in the Loan Documents and in each and every other specific date);agreement, instrument and other document executed in connection therewith or pursuant thereto as if Borrowers were making said agreements, covenants and undertakings on the date hereof, (ii) each Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment, and (iii) this Amendment and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. (b) such Each Borrower reaffirms all acknowledges and agrees that no right of the covenants contained in the Loan Agreement (as amended hereby) (including without limitationoffset, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders defense (other than contingent indemnification obligations which survive termination to the extent of prior payment or performance of any Obligations), counterclaim, claim, causes of action or objection in favor of any Borrower against either Agent or any Lender presently exists by reason of any act, event, omission, manner, cause or things occurring on or prior to the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms date of this Amendment and arising out of or with respect to, (i) the Notes (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate actionCredit Agreement, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylawshereby amended, or any of the other formation documentsLoan Documents, as applicable(ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iii) the administration or funding of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendmentthe Loans, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by Obligations or any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyLetter of Credit.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) other Existing Financing Agreements and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement)Lenders; (c) no Default or Event of Default has occurred and is continuing under any of the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement)Existing Financing Agreements; (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)A&R Note, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and; (e) this Amendment, the NotesA&R Note, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally; and (f) all intercompany balances payable to Kable Staffing from any other Borrower have been offset, released, or paid in full, and all Advances relating to Kable Staffing, have been paid in full.

Representations, Warranties and Covenants of Borrowers. Each Without limitation of the representations and warranties of the Joining Borrower in Section 1.1(d) above, each Borrower hereby represents and warrants to and covenants with that as of the Agent and the Lenders that: Second Amendment Effective Date (a) such Borrower reaffirms all no event has occurred and is continuing which constitutes a Default or an Event of Default, (b) the representations and warranties made to Agent and Lenders under of such Borrower contained in the Loan Agreement and all of the Other other Loan Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such other specific representations and warranties specifically relate to an earlier date); , in which case they are true and correct in all material respects as of such earlier date, (bc) the execution and delivery by such Borrower reaffirms all of this Agreement and the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released performance by Agent and Lenders (other than contingent indemnification obligations which survive termination such Borrower of the Loan Agreement); (c) no Default or Event of Default has occurred , as amended by this Agreement, are within such Borrower’s corporate powers and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were have been duly authorized by all necessary limited liability company or corporate action, (d) this Agreement and the Loan Agreement, as applicableamended by this Agreement, are legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the officer executing enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (e) the execution and delivery by such Borrower of this Amendment Agreement and the Notes on its behalf was similarly authorized performance by such Borrower of the Loan Agreement, as amended by this Agreement, do not require the consent of any Person (other than that which has been obtained) and empowered, and that this Amendment and the Notes does do not contravene the terms of such Borrower’s Organic Documents, any provisions of its certificate of incorporation Restrictive Agreement or formationany other indenture, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement undertaking to which it such Borrower is a party or by which such Borrower or any of its properties are property is bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each To induce Agents and Lenders to enter into this Amendment, each Borrower hereby represents and represents, warrants to and covenants with the Agent to Agents and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all as of the Other Documents (as described date hereof, and defined in the Loan Agreement) and confirms that after giving effect to the terms hereof, there exists no Default or Event of Default under the Credit Agreement or any of the other Loan Documents, except (i) Existing Defaults (as defined in the Forbearance Agreement) and (ii) the Event of Default resulting from Borrowers' breach of Section 7.13 of the Credit Agreement by the incurrence of debt to Mr. Xxxx Xxxxxx in the amount of $150,000 in connection with the payment of a certain expense deposit to General Electric Capital Corporation; (b) each representation and warranty made or deemed to be made in this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were Loan Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such other representation or warranty relates to a prior specific date); (b) such Borrower reaffirms all date or period and except for any representation or warranty that is untrue as a result of the occurrence or continuance of any of the Existing Defaults as defined in the Forbearance Agreement) and Borrowers hereby reaffirm each of the agreements, covenants contained and undertakings set forth in the Loan Agreement (Documents and in each and every other agreement, instrument and other document executed in connection therewith or pursuant thereto as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein)if Borrowers were making said agreements, covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under undertakings on the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement)date hereof; (c) no Default or Event of Default each Borrower has occurred the power and is continuing under the Loan Agreement or the Other Documents (as described duly authorized to enter into, deliver and defined in the Loan Agreement);perform this Amendment; and (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and each of the Notes Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. (as defined belowi) each Borrower's obligations relating to the Letters of Credit issued by Bank of America under the Credit Agreement, including reimbursement for payments by Bank of America on the Letters of Credit and all fees, expenses, indemnification and other obligations of the Borrower relating thereto (collectively, "Bank of America Obligations"), that such actions were duly authorized by all necessary limited liability company or corporate actionshall remain in full force and effect, as applicablenotwithstanding termination of Bank of America's Commitment hereunder, and that (ii) concurrently with Bank of America's execution of this Amendment, the officer executing this Amendment Borrowers are delivering to Bank of America, and hereby pledge to Bank of America, cash collateral (the "Cash Collateral"), for the benefit of Collateral Agent, Bank of America, and Lenders, to secure the Obligations and the Notes on its behalf was similarly authorized and empoweredBank of America Obligations, and that this Amendment and in an amount equal to 103% of the Notes does not contravene any provisions stated amount of its certificate such Letters of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are boundCredit; and (ef) this Amendment, each Borrower acknowledges and agrees that it has no actual or potential claim or cause of action against any of the NotesAgents or Lenders relating to any actions or events occurring on or before the date hereof, and all assignments, instruments, documents, hereby waives and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by releases any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyright to assert the same.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) other Existing Financing Agreements and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) from and after the Effective Date, such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement)Lenders; (c) no Default or Event of Default has occurred and is continuing under any of the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement)Existing Financing Agreements; (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)A&R Note, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, Amendment and the NotesA&R Note, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally; and (f) all intercompany balances in favor of any Sold Entity have been offset, released, or paid in full, and all Advances relating to any Sold Entity, have been paid in full.

Representations, Warranties and Covenants of Borrowers. Each To induce Bank to execute and deliver this Agreement, each Borrower hereby represents and represents, warrants to and covenants with the Agent and the Lenders that: (a) such The execution, delivery and performance by each Borrower reaffirms of this Agreement and all representations documents and warranties made to Agent instruments delivered in connection herewith and Lenders under the Loan Agreement and all Other Agreements have been duly authorized, and this Agreement and all documents and instruments delivered in connection herewith and the Loan Agreement and all Other Agreements are legal, valid and binding obligations of each Borrower enforceable against each Borrower in accordance with their respective terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) After taking into account the Specified Defaults, each of the Other Documents (as described representations and defined warranties contained in the Loan Agreement) Agreement and confirms that after giving effect to this Amendment all are the Other Agreements is true and correct in all material respects on and as of the date hereof (as if made on the date hereof, except to the extent any that such representations and warranties specifically expressly relate to a specific an earlier date, in which case such representations and warranties were shall be true and correct in all material respects on and as of such other specific earlier date); (b) such Borrower reaffirms all , and each of the agreements and covenants contained in the Loan Agreement (and the Other Agreements is hereby reaffirmed with the same force and effect as amended hereby) (including without limitation, all covenants to pay fees, costs if each were separately stated herein and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination made as of the Loan Agreement)date hereof; (c) no Default or Event of Default has occurred Neither the execution, delivery and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms performance of this Amendment Agreement and all documents and instruments delivered in connection herewith nor the Notes (as defined below)consummation of the transactions contemplated hereby or thereby does or shall contravene, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylawsresult in a breach of, or violate (i) any provision of any Borrower's corporate charter or bylaws or other formation governing documents, as applicable(ii) any law or regulation, or any order or decree of any material contract court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which it any Borrower is a party or by which any Borrower or any of its properties property is bound; (d) Bank's security interests in the Collateral and the Other Collateral continue to be valid, binding, and enforceable first-priority security interests which secure the Borrowers' Liabilities (subject only to Permitted Liens), and no tax or judgment liens are boundcurrently of record against any Borrower; (e) The Bank has a first priority security interest in and lien on all of each Borrower's right, title and interest in and to the Petexxxx Xxxnsaction Documents, including, without limitation, all of each Borrower's rights, remedies, powers, options and privileges thereunder and all consideration payable thereunder to any Borrower (including, without limitation, the Guaranteed Amount and the Merchant LC, as those terms are defined in the Agency Agreement), and each Borrower jointly and severally agrees to cause all of the gross proceeds from the Petexxxx Xxxnsactions (including any proceeds from any drawing under the Merchant LC) to be remitted directly to Bank for application to the Borrowers' Liabilities; and (ef) The recitals to this Amendment, the Notes, Agreement are true and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallycorrect.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the To induce Agent and the Lenders thatto enter into this Amendment: (a) such Each Borrower reaffirms all representations hereby represents, warrants and warranties made covenants to Agent Agents and Lenders under the Loan Agreement and all that, (i) as of the Other Documents (as described date hereof, and defined in the Loan Agreement) and confirms that after giving effect to the terms hereof, there exists no Default or Event of Default under the Credit Agreement or any of the other Loan Documents, (ii) each representation and warranty made or deemed to be made in this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were Loan Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representation or warranty relates to a prior specific date or period) and Borrowers hereby reaffirm each of the agreements, covenants and undertakings set forth in the Loan Documents and in each and every other specific date);agreement, instrument and other document executed in connection therewith or pursuant thereto as if Borrowers were making said agreements, covenants and undertakings on the date hereof, (iii) each Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment and (iv) this Amendment and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. (b) such Each Borrower reaffirms all acknowledges and agrees that no right of offset, defense, counterclaim, claim, causes of action or objection in favor of any Borrower against either Agent or any Lender presently exists by reason of any act, event, omission, manner, cause or things occurring on or prior to the date of this Amendment arising out of or with respect to, (i) the Credit Agreement, as hereby amended, or any of the covenants contained other Loan Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the Loan Agreement foregoing, or (as amended herebyiii) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities the administration or funding of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination any of the Loan Agreement);Loans, the Secured Obligations or any Letter of Credit, and each Borrower does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims, causes of action or objections, if any, against either Agent or any Lender by reason of any act, event, omission, manner, cause or things, whether known or unknown, occurring on or prior to the date of this Amendment (c) no Default Each Borrower acknowledges and agrees that if Borrowers shall fail to perform in a timely manner any covenants, agreements or Event obligations of Default has occurred and is continuing under the Borrowers contained in this Amendment or any of the Loan Agreement Documents, Agent may, but shall not be obligated to, perform such covenants, agreements or obligations at the Other Documents (as described cost and defined expense of the Borrowers; provided, however, that the performance of such covenants by Agent shall not be deemed to have waived or cured any default of Borrowers with respect to the performance of such covenants, agreements or obligations. The Borrowers agree to pay on demand all costs and expenses incurred by Agent and its representatives in connection with the foregoing, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agent. The Borrowers authorize and direct the Agent to charge the Loan Agreement); (d) Account for such Borrower has the authority costs and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (expenses as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generallyRevolving Loans.

Representations, Warranties and Covenants of Borrowers. Each Without limitation of the representations and warranties of the Joining Borrower in Section 1.1(d) above, each Borrower hereby represents and warrants to that as of the date of this Agreement and covenants with the Agent and the Lenders that: after giving effect hereto (a) such Borrower reaffirms all no event has occurred and is continuing which constitutes a Default or an Event of Default, (b) the representations and warranties made to Agent and Lenders under of such Borrower contained in the Loan Agreement and all of the Other other Loan Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such other specific representations and warranties specifically relate to an earlier date); , in which case they are true and correct in all material respects as of such earlier date, (bc) the execution and delivery by such Borrower reaffirms all of this Agreement and the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released performance by Agent and Lenders (other than contingent indemnification obligations which survive termination such Borrower of the Loan Agreement); (c) no Default or Event of Default has occurred , as amended by this Agreement, are within such Borrower’s corporate powers and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were have been duly authorized by all necessary limited liability company or corporate action, (d) this Agreement and the Loan Agreement, as applicableamended by this Agreement, are legal, valid, and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the officer executing enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and (e) the execution and delivery by such Borrower of this Amendment Agreement and the Notes on its behalf was similarly authorized performance by such Borrower of the Loan Agreement, as amended by this Agreement, do not require the consent of any Person (other than that which has been obtained) and empowered, and that this Amendment and the Notes does do not contravene the terms of such Borrower’s Organic Documents, any provisions of its certificate of incorporation Restrictive Agreement or formationany other indenture, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement undertaking to which it such Borrower is a party or by which such Borrower or any of its properties are property is bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower The Borrowers hereby represents jointly and warrants severally represent and warrant to GMAC: a. The execution and covenants with delivery of this Joinder Agreement, the Agent Credit Agreement and the Lenders that: Other Agreements (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under collectively, the “Loan Agreement and all of the Other Documents (as described and defined in the Loan AgreementDocuments”) and confirms that after giving effect to this Amendment all the performance by Borrowers of their obligations hereunder are true within each Borrower’s powers and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific dateauthority, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were have been duly authorized by all necessary limited liability company or corporate action, as applicable, action and that the officer executing this Amendment do not and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does will not contravene or conflict with the Organizational Documents or Operating Documents of any provisions Borrower. The Organizational Documents and Operating Documents of its certificate of incorporation or formationthe Old Borrowers remain in full force and effect and have not been revoked, operating agreement, bylawsamended, or modified in any other formation documentsmanner since they were delivered to GMAC. b. The Loan Documents constitute legal, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, valid and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and obligations enforceable in accordance with their respective termsterms against Borrowers, and Borrowers expressly reaffirm each of their obligations under the Loan Documents, including, without limitation, Borrowers’ Liabilities. Borrowers further expressly acknowledge and agree that GMAC has a valid, duly perfected, first priority and fully enforceable security interest in and Lien against each parcel of Mortgaged Property, except as otherwise set forth in the Loan Documents. Borrowers hereby agree not to dispute the validity or enforceability of the Loan Documents or any of their respective obligations thereunder, or the validity, priority, enforceability or extent of GMAC’s security interest in or Lien on any parcel of Mortgaged Property in any judicial, administrative or other proceeding; c. No consent, order, qualification, validation, license, approval or authorization of, or filing, recording, registration or declaration with, or other action in respect of, any governmental body, authority, bureau or agency or other Person is required (which has not been obtained) in connection with the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, this Joinder Agreement; d. The execution, delivery and performance of this Joinder Agreement by Borrowers does not and will not violate any law, governmental regulation, judgment, order or decree applicable to any Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in the creation of any security interest or lien upon any property of any Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other undertaking to which any Borrower is a party or is subject or by which any Borrower or any of such enforceability Borrower’s real or personal property may be limited by any applicable bankruptcybound; e. No Event of Default exists under the Credit Agreement or the Other Agreements; and f. Upon the date of this Joinder Agreement, insolvencyBorrowers hereby reaffirm all covenants, moratorium or similar laws affecting creditors’ rights generallyrepresentations and warranties made in the Credit Agreement and the Other Agreements, and agree that all such covenants, representations and warranties shall be deemed to have been remade as of the date of this Joinder Agreement.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and warrants to and covenants with the Agent and the Lenders that: (a) such Borrower reaffirms all representations and warranties made to Agent and Lenders under the Loan Agreement and all of the Other Documents (as described and defined in the Loan Agreement) and confirms that after giving effect to this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects on and as of such other specific date); (b) such Borrower reaffirms all of the covenants contained in the Loan Agreement (as amended hereby) (including without limitation, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination of the Loan Agreement); (c) no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement); (d) such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below)Amendment, that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, Amendment and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents and represents, warrants to and covenants with for the Agent benefit of Lender and the Lenders thatCollateral Agent, as follows: (a) such Borrower reaffirms all representations Apio is a corporation duly organized, validly existing and warranties made to Agent and Lenders in good standing under the Loan Agreement and all laws of the Other State of Delaware, Apio Cooling is a limited partnership duly organized, validly executing and in good standing under the laws of the State of California, GreenLine Foods is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and GreenLine SC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio. Each Borrower has power to enter into the Borrower Documents (as described and defined by proper action has duly authorized the execution and delivery of the Borrower Documents. Each Borrower is in good standing and is duly licensed or qualified to transact business in the Loan Agreement) state of its respective organization and confirms that after giving effect to this Amendment all are true and correct in all material respects as jurisdictions where the character of the date hereof (except to property owned or leased or the extent any nature of the business transacted by it makes such representations and warranties specifically relate to a specific date, in which case such representations and warranties were true and correct in all material respects licensing or qualification necessary. Each Borrower’s exact legal name is as set forth on and as of such other specific date);the execution page hereof. (b) such Each Borrower reaffirms all has been fully authorized to execute and deliver the Borrower Documents under the terms and provisions of the covenants contained in resolution of its board of directors or consent of its managers or members, as the Loan Agreement (as amended hereby) (including without limitationcase may be, all covenants to pay feesor by other appropriate official approval, costs and expenses contained therein)further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under ensure the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders (other than contingent indemnification obligations which survive termination enforceability of the Loan Agreement);Borrower Documents and the Borrower Documents have been duly authorized, executed and delivered. (c) no Default or Event The officer of Default each Borrower executing the Borrower Documents has occurred been duly authorized to execute and is continuing under deliver the Loan Agreement or the Other Documents (as described and defined in the Loan Agreement);Borrower Documents. (d) The Borrower Documents constitute valid and legally binding obligations of each Borrower, enforceable against such Borrower has the authority and legal right to execute, deliver and carry out the terms of this Amendment and the Notes (as defined below), that such actions were duly authorized by all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; and (e) this Amendment, the Notes, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights. (e) The execution and delivery of the Borrower Documents, the consummation of the transactions contemplated hereby and the fulfillment of the terms and conditions hereof do not and will not violate any law, rule, regulation or order, the violation of which could reasonably be expected to have a material adverse effect on the financial condition, operations or business of Borrowers taken as a whole, conflict with or result in a breach of any of the terms or conditions of any Organizational Document of such Borrower or conflict with or result in a breach of any restriction or of any agreement or instrument to which such Borrower is now a party and do not and will not constitute a default under any of the foregoing or result in the creation or imposition of any liens, charges or encumbrances of any nature upon any of the property or assets of such Borrower contrary to the terms of any instrument or agreement. (f) The authorization, execution, delivery and performance of this Agreement by each Borrower do not require submission to, approval of, or other action by any governmental authority or agency, which action with respect to this Agreement has not been taken and which is final and nonappealable. (g) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of any Borrower’s knowledge, threatened against or affecting any Borrower, challenging any Borrower’s authority to enter into the Borrower Documents or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Borrower Documents or any other transaction of any Borrower which is similar hereto, or could reasonably be expected to cause a material adverse effect on the financial condition, operations or business of Borrowers taken as a whole. (h) Each Property is properly zoned for its current and anticipated use and the use of such Property will not violate any applicable zoning, land use, environmental or similar law or restriction. Except for the licenses and permits set forth in Schedule IV(h) hereto (collectively, the “GreenLine Permits”), Borrowers have all licenses and permits to use the Real Estate Collateral. (i) Borrowers have furnished to Lender the Reports (as defined in the Environmental Indemnity Agreement). Except as disclosed to Lender in the Report, no Borrower has received any notification of any kind suggesting that any Property or any adjacent property is or may be limited by contaminated with any Hazardous Waste or Materials or is or may be required to be cleaned up in accordance with any applicable bankruptcylaw or regulation; and each Borrower further represents and warrants that, insolvencyexcept as previously disclosed to Lender and Collateral Agent in writing, moratorium to the best of its knowledge as of the date hereof after due and diligent inquiry, there are no Hazardous Waste or similar laws affecting creditorsMaterials located in, on or under any Property or any adjacent property, or incorporated in any improvements, nor has any Property or any adjacent property ever been used as a landfill or a waste disposal site, or a manufacturing, handling, storage, distribution or disposal facility for Hazardous Waste or Materials. Each Borrower has obtained all permits, licenses and other authorizations which are required under any Environmental Laws at such Borrower’s facilities or in connection with the operation of its facilities. Except as previously disclosed to Lender and Collateral Agent in writing, Borrowers and all activities of Borrowers at their respective facilities comply with all Environmental Laws and with all terms and conditions of any required permits, licenses and authorizations applicable to Borrowers with respect thereto. Except as previously disclosed to Lender and Collateral Agent in writing, Borrowers are also in compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which Borrowers are aware, the noncompliance with which could reasonably be expected to cause a material adverse effect on the financial condition, operations or business of Borrowers taken as a whole. Except as previously disclosed to Lender and Collateral Agent in writing, no Borrower is aware of, and no Borrower has received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any liability under, any Environmental Laws. (j) Borrowers has heretofore furnished to Lender (i) the audited consolidated financial statements of Landec and its subsidiaries dated May 29, 2011, (ii) the audited consolidated financial statements of GreenLine Holding and its subsidiaries dated December 26, 2010, (iii) the unaudited consolidated financial statements of Landec and its subsidiaries for the months ended February 26, 2012, and (iv) the unaudited consolidated financial statements of GreenLine Holding and its subsidiaries for the months ended February 19, 2012, and those statements fairly present the financial condition of Borrowers and Guarantors on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures). Since (a) May 29, 2011, with respect to Landec and its subsidiaries, and (b) December 26, 2010, with respect to GreenLine Holding and its subsidiaries, there has been no material adverse change in the business, properties or financial condition of such entities taken as a whole. (k) Except as set forth in Schedule IV(k) hereof, Borrowers have paid or caused to be paid to the proper authorities when due all federal, state and local taxes required to be withheld by them. Except as set forth in Schedule IV(k) hereof, Borrowers have filed all federal, state and local tax returns which are required to be filed, and Borrowers have paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by them to the extent such taxes have become due. (l) All financial and other information provided to Lender by or on behalf of any Credit Party in connection with Borrowers’ rights generallyrequest for the Loan contemplated hereby is true and correct in all material respects and no Credit Party has omitted to provide Lender with any information which would be material to Lender’s decision to enter into this Agreement and, as to projections, valuations or pro forma financial statements, present a good faith opinion as to such projections, valuations and pro forma condition and results. (m) Borrowers have authorized Lender and Collateral Agent to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Agreement. When such financing statements are filed in the offices noted therein, Collateral Agent will have a valid and perfected security interest in the Collateral, subject to no other Lien other than Permitted Liens. None of the Collateral constitutes a replacement of, substitution for or accessory to any property of any Borrower subject to a Lien. Borrowers own the Collateral subject to no Liens except for the Liens created hereby and by the Mortgages, the Permitted Exceptions and the Permitted Liens. (n) No person other than Borrowers and Tenants are in occupancy or possession of any portion of any Property. (o) Neither any Credit Party nor any individual or entity owning directly or indirectly any interest in any Credit Party is an individual or entity whose property or interests are subject to being “blocked” under any of the Terrorism Laws or is otherwise in violation of any of the Terrorism Laws.

Representations, Warranties and Covenants of Borrowers. Each Borrower hereby represents To induce Agents and warrants Lenders to and covenants with the Agent and the Lenders thatenter into this Amendment: (a) such Each Borrower reaffirms all representations hereby represents, warrants and warranties made covenants to Agent Agents and Lenders under the Loan Agreement and all that, (i) as of the Other Documents (as described date hereof, and defined in the Loan Agreement) and confirms that after giving effect to the terms hereof, there exists no Event of Default under the Credit Agreement or any of the other Loan Documents, (ii) each representation and warranty made or deemed to be made in this Amendment all are true and correct in all material respects as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific date, in which case such representations and warranties were Loan Documents is true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representation or warranty relates to a prior specific date or period) and Borrowers hereby reaffirm each of the agreements, covenants and undertakings set forth in the Loan Documents and in each and every other specific date);agreement, instrument and other document executed in connection therewith or pursuant thereto as if Borrowers were making said agreements, covenants and undertakings on the date hereof, (iii) each Borrower has the power and is duly authorized to enter into, deliver and perform this Amendment and (iv) this Amendment and each of the Loan Documents is the legal, valid and binding obligation of each Borrower enforceable against it in accordance with its terms. (b) such Each Borrower reaffirms all acknowledges and agrees that no right of the covenants contained in the Loan Agreement (as amended hereby) (including without limitationoffset, all covenants to pay fees, costs and expenses contained therein), covenants to abide thereby until all Advances, Obligations and other liabilities of Borrowers to Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are satisfied and/or released by Agent and Lenders defense (other than contingent indemnification obligations which survive termination to the extent of prior payment or performance of any Obligations), counterclaim, claim, causes of action or objection in favor of any Borrower against either Agent or any Lender presently exists by reason of any act, event, omission, manner, cause or things occurring on or prior to the date of this Amendment arising out of or with respect to, (i) the Credit Agreement, as hereby amended, or any of the other Loan Agreement);Documents, (ii) any other documents now or heretofore evidencing, securing or in any way relating to the foregoing, or (iii) the administration or funding of any of the Loans, the Obligations or any Letter of Credit. (c) no Default Each Borrower acknowledges and agrees that if Borrowers shall fail to perform in a timely manner any covenants, agreements or Event obligations of Default has occurred and is continuing under the Borrowers contained in this Amendment or any of the Loan Agreement Documents, Collateral Agent may, but shall not be obligated to, perform such covenants, agreements or obligations at the Other Documents (cost and expense of the Borrowers; provided, however, that the performance of such covenants by Collateral Agent shall not be deemed to have waived or cured any default of Borrowers with respect to the performance of such covenants, agreements or obligations. The Borrowers agree to pay on demand all costs and expenses incurred by Collateral Agent and its representatives in connection with the foregoing, including, without limitation, the reasonable fees and out-of-pocket expenses of legal counsel to the Agent. The Borrowers authorize and direct the Collateral Agent to charge the Collateral Account for such costs and expenses as described and defined in the Loan Agreement);Revolving Loans. (d) such Each Borrower has acknowledges and agrees that the authority and legal right to execute, deliver and carry out the terms consents contained in paragraph 2 of this Amendment (i) are not intended, and should not be construed, as an amendment of, the Notes Credit Agreement, but instead constitutes a waiver of certain provisions of the Credit Agreement which would otherwise have prohibited the Sale (as defined belowsuch waiver includes, without limitation, the Change in Control and any other Event of Default which would result from the Sale), that such and (ii) shall not represent a consent or waiver related to any future actions were duly authorized by of any Borrower or Seller, including, without limitation, any future sale of assets. Further, each of the Lenders reserves all necessary limited liability company or corporate action, as applicable, and that the officer executing this Amendment and the Notes on its behalf was similarly authorized and empowered, and that this Amendment and the Notes does not contravene any provisions of its certificate of incorporation or formation, operating agreement, bylaws, or rights pursuant to the Credit Agreement and all other formation documents, as applicable, or of any material contract or agreement to which it is a party or by which any of its properties are bound; andLoan Documents. (e) Each Borrower acknowledges and aggress that Lenders' agreement to consent to the specific matters herein addressed, does not and shall not create (nor shall Seller nor any Borrower rely upon the existence of or claim or assert that there exists) any obligation of Lenders or the Requisite Lenders to consider or agree to any further consents and, in the event that any Lender subsequently agrees to consider any further consents, neither this Amendment, the Notesconsent nor any other conduct of any Lender shall be of any force or effect on such Lender's consideration or decision with respect to any such requested consent, and all assignments, instruments, documents, and agreements executed and delivered in connection herewith, are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium Lender shall have no obligation whatsoever to consider or similar laws affecting creditors’ rights generallyagree to further consents.