(II) 100% OF
THE CAPITAL STOCK OF KENEXA PUERTO RICO, INC., IN EACH CASE, TOGETHER WITH STOCK
POWERS WITH RESPECT THERETO DULY EXECUTED IN BLANK BY THE BORROWER;
(F)
COPIES OF RESOLUTIONS OF THE BOARDS OF DIRECTORS OF THE BORROWER
AND EACH GUARANTOR APPROVING AND ADOPTING THIS AMENDMENT, THE NEW REVOLVING
CREDIT NOTES, THE CONSENT AND AGREEMENT OF GUARANTORS, THE OTHER DOCUMENTS AND
INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE TRANSACTIONS CONTEMPLATED
HEREIN AND AUTHORIZING EXECUTION AND DELIVERY HEREOF AND THEREOF, CERTIFIED BY A
SECRETARY OR ASSISTANT SECRETARY OF THE BORROWER OR SUCH GUARANTOR TO BE TRUE
AND CORRECT AND IN FULL FORCE AND EFFECT AS OF THE EFFECTIVE DATE;
(G)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE EXECUTED LEGAL
OPINION OF PEPPER HAMILTON, LLP, COUNSEL TO THE BORROWER AND THE OTHER LOAN
PARTIES, AND THE OPINION OF LOCAL COLORADO COUNSEL.
SUCH OPINION SHALL BE
ADDRESSED TO THE LENDERS AND THE ADMINISTRATIVE AGENT AND COVER SUCH MATTERS
INCIDENT TO THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE; AND
(H)
THE BORROWER SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT FOR THE
BENEFIT OF THE TERM LOAN LENDERS ALL ACCRUED INTEREST ON THE TERM LOANS.
12.
AFFIRMATIONS.
THE BORROWER HEREBY: (A) AFFIRMS ALL THE PROVISIONS
OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS SUPPLEMENTED AND
AMENDED HEREBY, (B) AGREES THAT THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS SHALL CONTINUE IN FULL FORCE AND EFFECT AS
SUPPLEMENTED AND AMENDED HEREBY, (C) ACKNOWLEDGES, CONFIRMS AND REAFFIRMS THAT
THE COLLATERAL PLEDGED UNDER THE LOAN DOCUMENT CONTINUES TO SECURE THE
OBLIGATIONS, INCLUDING THOSE ARISING UNDER THE CREDIT AGREEMENT, AS AMENDED
HEREBY, AND (D) ACKNOWLEDGES AND AGREES THAT IT HAS NO DEFENSE, SET-OFF,
COUNTERCLAIM OR CHALLENGE AGAINST THE PAYMENT OF ANY SUMS CURRENTLY OWING UNDER
THE LOAN DOCUMENTS OR THE ENFORCEMENT OF ANY OF THE TERMS OR CONDITIONS THEREOF.
7
13.
LIMITED EFFECT.
EXCEPT AS EXPRESSLY MODIFIED HEREBY, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL CONTINUE TO BE, AND SHALL REMAIN,
UNALTERED AND IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS.
NONE OF
THE WAIVERS CONTAINED IN PARAGRAPH 9 HEREOF SHALL BE DEEMED TO OPERATE AS A
FUTURE WAIVER OR MODIFICATION OF THE PROVISIONS OF THE CREDIT AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS OR AS A WAIVER OR MODIFICATION OF ANY OTHER TERM,
CONDITION OR COVENANT OF THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, OR A WAIVER OF ANY EVENT OF DEFAULT OR DEFAULT OTHER THAN AS
SPECIFICALLY DESCRIBED IN PARAGRAPH 9 HEREOF.
14.
RELEASE.
RECOGNIZING AND IN CONSIDERATION OF THE LENDERS'
AGREEMENTS SET FORTH HEREIN, THE BORROWER AND EACH GUARANTOR HEREBY WAIVES AND
RELEASES EACH LENDER, EACH AGENT AND EACH OF THEIR RESPECTIVE AFFILIATES AND THE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVISORS OF SUCH PERSONS AND SUCH
AFFILIATES FROM ANY LIABILITY, SUIT, DAMAGE, CLAIM, LOSS OR EXPENSE OF ANY KIND
OR NATURE WHATSOEVER AND HOWSOEVER ARISING THAT THE BORROWER OR SUCH GUARANTOR
EVER HAD