**Exhibit 10.1**Execution CopyCONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT     THIS CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “**Amendment**”) is entered into as ofMarch 15, 2007 by and among **COMSYS SERVICES LLC**, a Delaware limited liability company (“**COMSYSServices**”), **COMSYS INFORMATION TECHNOLOGY SERVICES, INC.**, a Delaware corporation (“**COMSYS IT**”),**PURE SOLUTIONS, INC.**, a California corporation (“**Pure Solutions**”; COMSYS Services, COMSYS IT andPure Solutions are referred to herein each individually as a “**Borrower**” and collectively as the“**Borrowers**”), **COMSYS IT PARTNERS, INC.**, a Delaware corporation (“**Holdings**”), **PFI LLC**, a Delawarelimited liability company (“**PFI**”), **COMSYS IT CANADA, INC.**, a North Carolina corporation (“**COMSYSCanada**”), COMSYS Services, acting in its capacity as borrowing agent and funds administrator forthe Borrowers (in such capacity, the “**Funds Administrator**”), the financial institutions from timeto time parties thereto (the “**Lenders**”), **MERRILL LYNCH CAPITAL**, a division of Merrill LynchBusiness Financial Services Inc., individually as a Lender, as administrative agent (the “**Agent**”),Sole Bookrunner and Sole Lead Arranger, **ING CAPITAL LLC**, as co-documentation agent and as a Lender,**ALLIED IRISH BANKS PLC**, as co-documentation agent and as a Lender, **BMO CAPITAL MARKETS FINANCING,INC.**(individually, “**BMO**”), as co-documentation agent (together with ING Capital LLC and AlliedIrish Banks PLC, the “**Co-Documentation Agents**”) and as a Lender, and **GMAC COMMERCIAL FINANCE LLC**,as syndication agent (the “**Syndication Agent**”) and as a Lender.W I T N E S S E T H:     WHEREAS, the Borrowers, Holdings, PFI, COMSYS Canada, the Agent, the Co-Documentation Agents,the Syndication Agent and each Lender are parties to that certain Credit Agreement dated as ofDecember 14, 2005 (as the same has been and may hereinafter be further amended, restated,supplemented or otherwise modified and in effect from time to time, the “**Credit Agreement**”);     WHEREAS, on the Closing Date, Holdings owns 4,251,368 shares of the common stock ofEconometrix, Inc., a California corporation (“**Econometrix Inc.**”);     WHERAS, the Borrowers have requested that the Agent and the Lenders (a) consent to (i) (x) theformation by Holdings of COMSYS Mergeco LLC, a Delaware limited liability company and awholly-owned Subsidiary of Holdings (“**MergerCo**”) and (y) the merger of Econometrix Inc. with andinto MergerCo, with MergerCo as the surviving entity and a wholly-owned Subsidiary of Holdings(collectively with the formation of MergerCo, the “**Acquisition**”) and (ii) the change of the legalname of MergerCo from “COMSYS Mergeco LLC” to “Econometrix, LLC” following the consummation of theAcquisition, which shall be filed with the Secretary of State of Delaware after the FourthAmendment Effective Date (the “**Econometrix Name Change**”; MergerCo, following the consummation ofthe Acquisition shall be referred to herein as “Econometrix”) and (b) amend the Credit Agreement ashereinafter set forth; and     WHEREAS, the Agent and the Lenders agree to accommodate such requests of the Credit Parties,on the terms and subject to the conditions herein set forth.
 

 
     NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants containedherein, the parties agree as follows:     1. Defined Terms. Capitalized terms used but not defined herein shall have themeanings ascribed to them in the Credit Agreement, as amended by this Amendment.     2. Amendments. Effective as of the date of the Acquisition, upon satisfaction of theconditions precedent set forth in Section 5 hereof, the Credit Agreement is amended as set forth inthis Section 2:     (a) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby amended by addingthereto the following defined terms and their respective definitions in the correct alphabeticalorder:“**Econometrix**” means prior to the consummation of the Econometrix Name Change, COMSYSMergeco LLC, a Delaware limited liability company and following the consummation ofthe Econometrix Name Change, Econometrix, LLC, a Delaware limited liability company.“**Econometrix Name Change**” means the change of the legal name of COMSYS Mergeco LLCto Econometrix, LLC, which shall be filed with the Secretary of State of the Stateof Delaware after the Fourth Amendment Effective Date.“**Fourth Amendment**” means that certain Consent and Fourth Amendment to CreditAgreement dated as of the Fourth Amendment Effective Date by and among the Borrowersand certain other Credit Parties, the Agent, the Co-Documentation Agents, theSyndication Agent and the Lenders.“**Fourth Amendment Effective Date**” means March 15, 2007.“**Restricted Econometrix Account**” means account number 058-8468702maintained by Econometrix at Wells Fargo Bank.     (b) **Section 1.1**. Section 1.1 of the Credit Agreement is hereby further amended bysubstituting the following definition of the term “Credit Party” set forth below in lieu of thecurrent version of such definition contained in Section 1.1 of the Credit Agreement:“**Credit Party**” means Holdings, PFI, each Borrower, COMSYS Canada, Econometrix andeach of their respective Subsidiaries.     (c) **Section 3.4****.**Section 3.4 of the Credit Agreement is hereby deleted in its entiretyand the following is substituted in lieu thereof:“Section 3.4 **Capitalization**.     The authorized equity securities of each of the Credit Parties as of theClosing Date is as set forth on the Information Certificate. All issued andoutstanding equity securities of each of the Credit Parties are duly authorized and
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validly issued, fully paid, nonassessable, and, solely with respect to theequity securities of PFI, each Borrower, COMSYS Canada, Econometrix and each oftheir respective Subsidiaries, free and clear of all Liens other than those in favorof Agent for the benefit of Agent and Lenders and other Liens permitted pursuant toSection 5.2(d), and all such equity securities of each Credit Party were issued incompliance with all applicable state, federal and foreign laws concerning theissuance of securities. The identity of the holders of the equity securities ofeach of the Credit Parties and the percentage of their fully-diluted ownership ofthe equity securities of each of the Credit Parties as of the Closing Date is setforth on the Information Certificate. Holdings owns all of the issued andoutstanding equity securities of COMSYS IT, Econometrix and PFI. COMSYS IT owns allof the issued and outstanding equity securities of COMSYS Services, Pure Solutionsand COMSYS Limited. COMSYS Services owns all of the issued and outstanding equitysecurities of COMSYS Canada. No shares of the capital stock or other equitysecurities of any Credit Party, other than those described above, are issued andoutstanding. Except as set forth on the Information Certificate, as of the ClosingDate there are no preemptive or other outstanding rights, options, warrants,conversion rights or similar agreements or understandings for the purchase oracquisition from any Credit Party of any equity securities of any such entity.”     (d) **Section 5.8(j)**. Section 5.8(j) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“Investments of Holdings (to the extent owned by Holdings on the Closing Date or,with respect to clause (i) hereof, on the Fourth Amendment Effective Date) in thecapital stock or other equity securities of (i) Econometrix, (ii) AutoHireDevelopment, Inc. and (iii) PFI, provided, in each case, all of the outstandingcapital stock or other equity interests of any such Person owned by Holdings hasbeen pledged to Agent;”     (e) **Section 6.1(d)**. Section 6.1(d) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(d) Each Credit Party (other than Foreign Subsidiaries) shall establish andmaintain, at its sole expense, and shall cause each Subsidiary to establish andmaintain, at its sole expense, blocked accounts or lockboxes and related blockedaccounts (in either case, “**Blocked Accounts**”), as Agent may reasonably specify, withsuch banks as are reasonably acceptable to Agent into which such Credit Party andits Subsidiaries shall promptly deposit and direct their respective Account Debtorsto directly remit all payments on Accounts and all payments constituting proceeds ofCollateral in the identical form in which such payments are made, whether by cash,check or other manner. Each Credit Party shall deliver, or cause to be delivered,to Agent a Deposit Account Control Agreement duly authorized, executed and deliveredby each bank where a Blocked Account for the benefit of such Credit Party or any ofits Subsidiaries is maintained, and by each bank where any other Deposit Account isfrom time to time maintained. Each Credit Party shall further execute and deliver,and shall cause each of its
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Subsidiaries to execute and deliver, such agreements and documents as Agent mayreasonably require in connection with such Blocked Accounts, Deposit Accounts andsuch Deposit Account Control Agreements. Without limiting the provisions of Section5.15, no Credit Party shall establish, and no Credit Party (other than a ForeignSubsidiary) shall cause or permit any of its Subsidiaries to establish, any DepositAccounts not existing as of the Closing Date, unless such Credit Party or itsSubsidiaries (as applicable) have complied in full with the provisions of thisSection 6.1 with respect to such Deposit Accounts. Each Credit Party agrees thatall payments made to such Blocked Accounts or other funds received and collected byAgent or any Lender, whether in respect of the Accounts, as proceeds of Collateralor otherwise shall be treated as payments to Agent and Lenders in respect of theObligations and therefore shall constitute the property of Agent and Lenders to theextent of the then outstanding Obligations. The foregoing and anything contained inany Financing Document to the contrary notwithstanding, (i) the Credit Parties shallnot be required to deliver any such Deposit Account Control Agreements in respect of(A) any “Payroll Account” or “Payroll Tax Account” (in each case, as defined on theBank Account Schedule to the Information Certificate) each maintained at WachoviaBank, National Association; provided, that, the Credit Parties shall not, and shallnot cause or permit any of their respective Subsidiaries to, deposit or maintainfunds in such account other than funds deposited therein in the ordinary course ofbusiness for purposes of funding current payroll liabilities, (B) the “BenefitAccounts” (as defined on the Bank Account Schedule to the Information Certificate)and the “Pre Tax Parking Account” (as defined on the Bank Account Schedule to theInformation Certificate) maintained at Wachovia Bank, National Association;provided, that, in each case, the Credit Parties shall not, and shall not cause orpermit any of their respective Subsidiaries to, deposit or maintain funds in suchaccounts other than funds deposited therein at the direction of such Credit Party’semployees to be held therein for the benefit of the employees of such Credit Partyand the Credit Parties will at no time deposit any of their own assets into suchaccounts, (C) any other Restricted Account; provided, that the Credit Parties shallnot, and shall not cause or permit any of their respective Subsidiaries to, depositor maintain funds in such Restricted Accounts other than funds deposited therein inthe ordinary course of business for funding current liabilities, and (D) theRestricted Econometrix Account; provided, that, the aggregate amount of cash andother amounts in the Restricted Econometrix Account shall at no time exceed $250,000and (ii) the Credit Parties shall, within the time periods set forth in Section 4 ofthe Third Amendment, be required to deliver Deposit Account Control Agreements thatrequire only springing dominion control over each Restricted Canadian Account andsuch agreements shall not require the depository banks where such RestrictedCanadian Accounts are maintained to wire, or otherwise transfer all funds receivedor deposited into any Restricted Canadian Account to the Payment Account of theAgent; provided, that the Credit Parties shall not, and shall not cause or permitany of their respective Subsidiaries to, deposit or maintain funds (other thanVendor Management Funds) in excess of $2,000,000 in the aggregate in all RestrictedCanadian Accounts at any time, and in the event the aggregate amount of funds (otherthan Vendor Management Funds) maintained in such Restricted Canadian Accounts is inexcess of the
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foregoing limitation, the Credit Parties shall, within five (5) Business Days,transfer such excess to Account Number 001/2000022986605 maintained at WachoviaBank, National Association. At no time shall any Credit Party or any of itsSubsidiaries deposit, or permit or direct any Account Debtor or any other Person(other than Agent) to deposit, funds directly into any account maintained by anyCredit Party other than the “Depository Accounts,” and/or the “Lockboxes” maintainedat Wachovia Bank, National Association (in each case, as defined in the InformationCertificate).”     (f) **Section 9.1****.**Section 9.1(j) of the Credit Agreement is hereby deleted in itsentirety and the following is substituted in lieu thereof:“(j) (1) any person or group of persons (within the meaning of the Securities Exchange Actof 1934) (other than Wachovia Investors, Inc. and its Affiliates) shall have acquiredbeneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of1934) of fifty percent (50%) or more of the issued and outstanding shares of capital stockof Holdings having the right to vote for the election of the directors of Holdings underordinary circumstances, (2) Holdings shall cease to directly own and control one hundredpercent (100%) of each class of the outstanding equity interests of COMSYS IT, Econometrixand PFI, (3) COMSYS IT shall cease to directly own and control one hundred percent (100%) ofthe equity interests of COMSYS Services, Pure Solutions and COMSYS Limited, (4) COMSYSServices shall cease to directly own and control one hundred percent (100%) of the equityinterests of COMSYS Canada, (5) each Borrower shall cease to, directly or indirectly, ownand control one hundred percent (100%) of each class of the outstanding equity interests ofeach Subsidiary of such Borrower (except, with respect to clauses (2), (3), (4) and (5), tothe extent permitted in Section 5.7(a)), (6) any “Change in Ownership,” “FundamentalChange,” or terms of similar import occurs under the Holdings Certificate of Designations,or (7) a period of ninety (90) consecutive days shall have elapsed during which Larry L.Enterline shall cease to be the chairman of the board, chief executive officer or presidentof each Credit Party for any reason unless prior to the expiration of such time, areplacement reasonably satisfactory to Agent shall have been appointed and employed, or”     3. Consents.     (i) Effective as of the date hereof, upon satisfaction of the conditions precedent set forthin Section 4 hereof, and in reliance upon the representations and warranties of the Credit Partiesset forth in the Credit Agreement and in this Amendment, and notwithstanding anything to thecontrary contained in the Credit Agreement or any other Financing Document, the Agent and theLenders signatory hereto consent to the Acquisition and the Econometrix Name Change and agree andacknowledge that the Acquisition shall constitute an Investment permitted under Section 5.8 of theCredit Agreement (without reliance upon Section 5.8(l) of the Credit Agreement); provided, that theforegoing consents are conditioned on the Borrowers’ delivery to Agent of (A) evidence thatEconometrix has closed account number 858-6284286 maintained at Wells Fargo Bank within ten (10)Business Days following the Fourth Amendment Effective Date and (B) the following documents nolater than thirty (30) days following the Fourth Amendment Effective Date: (i) a guaranty byEconometrix (the “**Econometrix Guaranty**”) whereby Econometrix shall guaranty all Obligations of theBorrowers under the Credit
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Agreement, (ii) a Joinder to Credit Agreement and Information Certificate whereby Econometrix shallbecome a “Credit Party” under the Credit Agreement, (iii) a pledge amendment whereby Holdings shallpledge one hundred percent of the capital stock of Econometrix to the Agent, for the benefit of theLenders, together with all stock certificates of Econometrix, assignments separate fromcertificate, proxies and other documents as the Agent reasonably shall request, pursuant to whichthe Agent shall have received, for the benefit of the Lenders, a first priority security interestin all of the issued and outstanding capital stock of Econometrix, (iv) a security agreementexecuted by Econometrix securing all of its obligations under the Econometrix Guaranty, (v) acertificate of the Secretary of Econometrix certifying: (A) the names and true signatures of theofficers of Econometrix authorized to execute, deliver and perform all obligations under theFinancing Documents to which it is a party; (B) copies of the resolutions of the board of directorsor other governing body of Econometrix approving and authorizing the execution, delivery andperformance, as applicable, of all other documents, instruments or agreements to be executed ordelivered in connection herewith; and (C) the Organizational Documents of Econometrix which, ifapplicable, shall be certified by the Secretary of State of Delaware as of a recent date, (vi)evidence that (a) Econometrix has in place, with financially sound and reputable insurers, publicliability and property damage insurance with respect to its business and properties against loss ordamage of the kinds customarily carried or maintained by Persons of established reputation engagedin similar businesses and in commercially reasonable amounts and (b) pursuant to endorsementsand/or assignments in form and substance satisfactory to the Agent, (x) the Agent has been named aslender’s loss payee, for its benefit and the benefit of the Lenders, in the case of casualtyinsurance, and (y) the Agent and each of the Lenders have been named as additional insureds in thecase of all liability insurance and (vii) all other agreements, instruments and documents as theAgent may reasonably request, including, without limitation, certified copies of all documentsexecuted in connection with the Acquisition and a legal opinion by Econometrix’s counsel, and theBorrowers shall take such additional actions as the Agent may reasonably require in order (A) tocarry out more effectively the purposes of the Credit Agreement and the other Financing Documents,(B) to subject to the Liens created by any of the Security Documents any of the properties, rightsor interests covered by any of the Security Documents, (C) to perfect and maintain the validity,effectiveness and priority of any of the Security Documents and the Liens intended to be createdthereby, and (D) to better assure, convey, grant, assign, transfer, preserve, protect and confirmto the Agent and Lenders the rights granted or intended to be granted to the Agent and the Lendersunder any Financing Document or under any other document executed in connection therewith.     (ii) Effective as of the date hereof and notwithstanding anything to the contrary contained inthe Credit Agreement, including without limitation, subsection 4.1(v) thereof, upon satisfaction ofthe conditions precedent set forth in Section 4 hereof, Agent and the Lenders signatory heretohereby waive any Event of Default that has occurred prior to the date hereof as a result ofBorrowers having failed to deliver to Agent, not less than five (5) days prior to the making of thepayment in respect of the PS Year One Earnout, copies of certificates evidencing calculation of allamounts owing in respect of such PS Earnout in accordance with subsection 4.1(v) of the CreditAgreement.     (iii) Effective as of the date hereof and notwithstanding anything to the contrary containedin the Credit Agreement, including without limitation, subsection 6.1(d) thereof, upon satisfactionof the conditions precedent set forth in Section 4 hereof, Agent and the Lenders signatory heretohereby agree to grant an extension of the delivery date for the Deposit Account
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Control Agreements relating to the Restricted Canadian Accounts from thirty (30) days following theThird Amendment Effective Date to thirty (30) days following the Fourth Amendment Effective Dateand waive any Event of Default that has occurred prior to the date hereof as a result of Borrowershaving failed to deliver to Agent such Deposit Account Control Agreements on or prior to thethirtieth (30th) day following the Third Amendment Effective Date.     4. Conditions Precedent. The effectiveness of this Amendment is subject to thesatisfaction of the following conditions precedent: (a) delivery to the Agent of this Amendment executed by each CreditParty that is a party hereto, the Agent and the Lenders in form and substancereasonably satisfactory to the Agent;  (b) receipt and satisfactory review by Agent of all financialinformation with respect to Econometrix that Agent shall reasonably request;  (c) the truth and accuracy of the representations and warrantiescontained in Section 5 hereof; and  (d) no Default or Event of Default under the Credit Agreement, asamended hereby, shall have occurred and be continuing.     5. Representations and Warranties. Each Credit Party that is a party hereto herebyrepresents and warrants to the Agent and each Lender as follows: (a) the representations and warranties of the Borrowers and theother Credit Parties contained in the Financing Documents are true and correctin all material respects as of the date hereof, except to the extent that anysuch representation or warranty (i) relates to a specific date, in which casesuch representation and warranty shall be true and correct in all materialrespects as of such earlier date or (ii) is qualified by materiality or hasMaterial Adverse Effect qualifiers, in which case, such representations andwarranties shall be true and correct in all respects;  (b) the execution, delivery and performance by such Credit Party ofthis Amendment are within its powers, have been duly authorized by allnecessary action pursuant to its Organizational Documents, require no furtheraction by or in respect of, or filing with, any governmental body, agency orofficial (other than (i) routine corporate, tax, ERISA, intellectual property,environmental filings and other filings from time to time necessary inconnection with the conduct of such Credit Party’s business in the ordinarycourse, and (ii) recordings and filings in connection with the Liens granted tothe Agent under the Financing Documents) and do not violate, conflict with orcause a breach or a default under any provision of applicable law or regulationor of the Organizational Documents of any Credit Party or of any agreement,judgment, injunction, order, decree or other instrument binding upon it, exceptfor such failures to file, violations, conflicts, breaches or defaults as couldnot reasonably be expected to have a Material Adverse Effect;
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 (c) this Amendment constitutes the valid and binding obligation ofthe Credit Parties that are parties hereto, enforceable against such Persons inaccordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, or similar laws relating to the enforcementof creditor’s rights generally and by general equitable principles; and  (d) after giving effect to this Amendment, no Default or Event ofDefault exists or will result from the consummation of the Acquisition.     6. No Waiver. Except as expressly set forth herein, nothing contained herein shall bedeemed to constitute a waiver of compliance with any term or condition contained in the CreditAgreement or any of the other Financing Documents or constitute a course of conduct or dealingamong the parties. Except as expressly stated herein, the Agent and Lenders reserve all rights,privileges and remedies under the Financing Documents. Except as amended or consented to hereby,the Credit Agreement and other Financing Documents remain unmodified and in full force and effect.All references in the Financing Documents to the Credit Agreement shall be deemed to be referencesto the Credit Agreement as amended and waived hereby.     7. Severability. In case any provision of or obligation under this Amendment shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability ofthe remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.     8. Headings. Headings and captions used in this Amendment (including the Exhibits,Schedules and Annexes hereto, if any) are included for convenience of reference only and shall notbe given any substantive effect.     9. **GOVERNING LAW; SUBMISSION TO JURISDICTION****. THIS AMENDMENT SHALL BE GOVERNED BY,AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUTREGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH CREDIT PARTY HEREBY CONSENTS TO THE JURISDICTION OFANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLYAGREES THAT, SUBJECT TO THE AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATINGTO THIS AMENDMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH CREDITPARTY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANYDEFENSE OF FORUM NON CONVENIENS. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALLPROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PERSON BY CERTIFIED ORREGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED C/O THE FUNDS ADMINISTRATOR AT THE ADDRESS SETFORTH IN THE CREDIT AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAMEHAS BEEN POSTED.**     10. **WAIVER OF JURY TRIAL****. EACH CREDIT PARTY, THE AGENT AND THE LENDERS HEREBYIRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL**
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**BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCINGDOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDINGSHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.**     11. Counterparts; Integration. This Amendment may be executed and delivered viafacsimile with the same force and effect as if an original were executed and may be signed in anynumber of counterparts, each of which shall be an original, with the same effect as if thesignatures hereto were upon the same instrument. This Amendment constitutes the entire agreementand understanding among the parties hereto with respect to the subject matter hereof and supersedesany and all prior agreements and understandings, oral or written, relating to the subject matterhereof.     12. Reaffirmation. Each of the Credit Parties that is a party hereto, as debtor,grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such CreditParty grants liens or security interests in its property or otherwise acts as accommodation partyor guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment andperformance obligations, contingent or otherwise, under each of the Financing Documents to which itis a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens onor security interests in any of its property pursuant to any such Financing Document as securityfor or otherwise guaranteed the Borrowers’ Obligations under or with respect to the FinancingDocuments, ratifies and reaffirms such guarantee and grant of security interests and liens andconfirms and agrees that such security interests and liens hereafter secure all of the Obligationsas amended hereby. Each of the Credit Parties hereby consents to this Amendment and acknowledgesthat each of the Financing Documents remains in full force and effect and is hereby ratified andreaffirmed, subject to the amendments, consents and waivers set forth herein. The execution ofthis Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lendersor constitute a waiver of any provision of any of the Financing Documents (except as expressly setforth herein) or serve to effect a novation of the Obligations.[remainder of page intentionally left blank;