FEE").
THE AMENDMENT FEE SHALL BE FULLY EARNED AND
NON-REFUNDABLE WHEN PAID.
7.
REIMBURSEMENT OF EXPENSES.
EACH COMPANY HEREBY AGREES THAT IT
SHALL REIMBURSE THE ADMINISTRATIVE AGENT ON DEMAND FOR ALL COSTS AND EXPENSES
(INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES) INCURRED BY SUCH
PARTIES IN CONNECTION WITH THE NEGOTIATION, DOCUMENTATION AND CONSUMMATION OF
THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND
THEREWITH AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
8.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO
BE PERFORMED ENTIRELY WITHIN SAID STATE.
9.
SEVERABILITY OF PROVISIONS.
ANY PROVISION OF THIS AMENDMENT
WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH COMPANY HEREBY
WAIVES ANY PROVISION OF LAW THAT RENDERS ANY PROVISION HEREOF PROHIBITED OR
UNENFORCEABLE IN ANY RESPECT.
10.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
SEVERAL COUNTERPARTS, ALL OF WHICH SHALL BE DEEMED TO CONSTITUTE BUT ONE
ORIGINAL AND SHALL BE BINDING UPON ALL PARTIES, THEIR SUCCESSORS AND PERMITTED
ASSIGNS.
11.
ENTIRE AGREEMENT.
THE SECURITIZATION AGREEMENTS AS AMENDED BY
THIS AMENDMENT EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING
TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, REPRESENTATIONS
AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF.
12.
PARENT AND GECC'S CAPACITIES.
THE PARENT IS EXECUTING AND
DELIVERING THIS AMENDMENT BOTH IN ITS CAPACITY AS AN ORIGINATOR UNDER THE
TRANSFER AGREEMENT AND AS THE SERVICER UNDER THE FUNDING AGREEMENT, AND ALL
REFERENCES HEREIN TO THE "PARENT" SHALL BE DEEMED TO INCLUDE THE PARENT IN BOTH
SUCH CAPACITIES UNLESS OTHERWISE EXPRESSLY INDICATED.
GECC IS EXECUTING AND
DELIVERING THIS AMENDMENT BOTH IN ITS CAPACITY AS A LENDER AND AS THE
ADMINISTRATIVE AGENT FOR THE LENDERS AND THE COLLATERAL AGENT FOR THE CONDUIT
LENDER AND THE CONDUIT LENDER SECURED PARTIES, AND ALL REFERENCES HEREIN TO
"GECC" SHALL BE DEEMED TO INCLUDE IT IN BOTH SUCH CAPACITIES UNLESS OTHERWISE
EXPRESSLY INDICATED.
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IN WITNESS WHEREOF, the parties have caused this Third Amendment to
Securitization Agreements to be duly executed by their respective officers
thereunto duly authorized, as of the date first above written.
REDWOOD RECEIVABLES CORPORATION, as the Conduit Lender
By:
Name
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Committed Lender, Administrative Agent
and Collateral Agent
By:
Its Duly Authorized Signatory
LABOR READY FUNDING CORPORATION
By:
Name:
Title:
LABOR READY, INC.
By:
Name:
Title:
SELLING SUBSIDARIES:
LABOR READY CENTRAL, INC.
By:
Name
Title:
LABOR READY CENTRAL II, LLC
By:
Labor Ready Central, Inc., as its sole Member
By:
Name
Title:
LABOR READY CENTRAL III, LP
By:
Labor Ready Central, Inc., as its sole General Partner
By:
Name:
Title:
LABOR READY GP CO., INC.
By:
Name:
Title: