TO THE BORROWERS AND TO THE LENDER AT
THEIR RESPECTIVE ADDRESS (OR TELECOPY NUMBER) SET FORTH HEREIN, OR TO SUCH
ADDRESS OR OTHER ADDRESS AS MAY BE HEREAFTER NOTIFIED IN WRITING BY ANY OF THE
RESPECTIVE PARTIES HERETO OR ANY FUTURE HOLDERS OF THE NOTE:
If to the Borrowers, to:
TRC Companies, Inc.
21 Griffin Road North
Windsor, Connecticut
06095
Attention:
Martin Dodd
Fax:
(860) 298-6323
with a copy to:
Paul, Hastings, Janofsky & Walker LLP
1055 Washington Boulevard
Stamford, Connecticut
06901
Attention:
Christopher H. Craig, Esq.
Fax:
(203) 359-3031
If to Lender, to:
Federal Partners, L.P.
c/o Ninth Floor Corporation
One Rockefeller Plaza
New York, NY
Attention:
Stephen M. Duff
Fax:
(212) 977-3425
With a copy to:
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York
10036-6710
Attention:
Jeffrey E. LaGueux, Esq.
Fax:
(212) 336-2222
SECTION 10.02.
AMENDMENT AND WAIVER; CUMULATIVE REMEDIES.
NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO
CONSENT WITH RESPECT TO ANY DEPARTURE BY THE BORROWERS THEREFROM, SHALL BE
EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE LENDER AND THE
BORROWERS, AND THEN SUCH WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.
NO FAILURE TO EXERCISE AND NO
DELAY IN EXERCISING, ON THE PART OF ANY OF THE PARTIES HERETO OR ANY RIGHT,
REMEDY, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF; NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE
HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND
PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS,
REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 10.03.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS
AND WARRANTIES MADE HEREUNDER AND IN ANY DOCUMENT, CERTIFICATE OR STATEMENT
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the Note, and shall terminate when all
amounts outstanding under the Note and all other amounts payable hereunder have
been paid in full; provided, that, obligations in respect of indemnifications
hereunder shall survive the repayment of amounts outstanding hereunder and under
the Note for one (1) year.
SECTION 10.04.
PAYMENT OF EXPENSES AND TAXES; INDEMNIFICATION.
THE BORROWERS,
JOINTLY AND SEVERALLY, AGREE (A) TO PAY OR REIMBURSE THE LENDER FOR ALL ITS
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
PREPARATION, EXECUTION AND DELIVERY OF, AND ANY AMENDMENT, SUPPLEMENT, WAIVER OR
MODIFICATION TO, THIS AGREEMENT, THE NOTE, THE OTHER LOAN DOCUMENTS AND ANY
DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH (OTHER THAN AT THE
REQUEST OF THE LENDER), AND THE CONSUMMATION OF THE TRANSACTIONS AND TO PAY OR
REIMBURSE THE LENDER FOR ALL OF ITS REASONABLE OUT-OF-POCKET COSTS AND EXPENSES
INCURRED IN CONNECTION WITH THE ENFORCEMENT OF ANY RIGHTS CONTEMPLATED HEREBY
AND BY THE NOTE, THE OTHER LOAN