This [Section 4.12] sets forth the sole and exclusive representations and warranties of the Company under this Agreement with respect to Environmental Permits, Environmental Laws, Contaminants or other environmental matters.

Nothing in this [Section 4.25] shall require any such cooperation to the extent that it would require any Seller or the Acquired Companies to: # waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Purchaser; # enter into any definitive agreement; # give any indemnities in connection with the Financing; # take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of the Sellers and their Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Sellers or any of their Affiliates; # adopt resolutions (whether by the board of directors of the Sellers or otherwise) approving the agreements, documents and instruments pursuant to which the Financing is obtained, other than those effective on the Closing Date; # provide any assistance or cooperation that # would cause any representation or warranty in this Agreement made by any Seller to be breached, or # cause any conditions to Closing set forth in this Agreement to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by Sellers that would provide Purchaser the right to terminate this Agreement (unless waived by Purchaser); or # cooperate to the extent it would require the disclosure of information which the Sellers or the Acquired Companies reasonably determine would reasonably be expected to jeopardize the attorney-client or other similar privilege of the Sellers or any of the Acquired Companies or violate any Applicable Law to which the Sellers or any of the Acquired Companies is a party.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.1] “Base Fee” is hereby deleted and replaced in its entirety with the following:

[Section 4.01(a)] of the Plan is amended to add a new paragraph to the end thereof to state in its entirety as follows:

[Section 4.1] of the Plan is hereby amended so that the maximum number of Shares reserved for issuance under the Plan shall be 3,750,000, which equals the product obtained by dividing # 15,000,000 by # the Reverse Stock Split Ratio.

[Section 4.3] of the Plan is hereby amended so that the maximum aggregate grant of Shares subject to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits Interest Units, and Other Stock-Based Awards payable or denominated in Shares and/or cash which may be granted to any Participant, other than a non-Employee Director, in any fiscal year shall not exceed 375,000 Shares (the “Annual Award Limit”), which adjusted Share amount equals the product obtained by dividing # 1,500,000 by # the Reverse Stock Split Ratio.

[Section 4.2] shall be deleted in its entirety and replaced with the following:

Nothing in this [Section 10.12] will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

Anything in this [Section 2.3(e)] to the contrary notwithstanding, if a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in [Section 2.3(g)].

Nothing in this [Section 22.7] shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

Nothing in this [Section 7.08] shall affect the right of Bank to serve legal process in any other manner permitted by law or affect the right of Bank to bring any action or proceeding against Borrower or its property in the courts of other jurisdictions.

Anything in this [Section 14.1] to the contrary notwithstanding, # any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party, shall not require consent by or the agreement of any Loan Party, # any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by [Section 14.1(a)(i) through (iii)] that affect such Lender, # any amendment contemplated by [Section 2.12(d)(iii)] of this Agreement in connection with a Benchmark Transition Event shall be effective as contemplated by such [Section 2.12(d)(iii)] hereof and # any amendment contemplated by [Section 2.6(g)] of this Agreement in connection with the use or administration of Term SOFR shall be effective as contemplated by such [Section 2.6(g)];

[Schedule 4.16(a)(i)] lists each Employee Plan. [Schedule 4.16(a)(ii)] lists each employee benefit plan, program, agreement, or arrangement that is sponsored, maintained, or contributed to by any Target Company, or the Seller or any Affiliate of Seller (other than any Target Company) for the benefit of any current or former Business Employee or any current or former independent contractor or consultant of the Business located outside of the United States, including all benefits provided by Janesville Mexico and Servicios to the employees of Janesville Mexico and Servicios, whether according to the provisions of the Mexican Federal Labor Law, Ley Federal del Trabajo (“FLL”) and its regulations or in excess of the minimums mandated by the FLL or its regulations, including any pension or savings fund, profit sharing plan, incentive compensation plan, severance pay or termination pay, vacation pay, housing assistance, educational assistance, welfare of other employee benefits or fringe benefits (collectively, the “Foreign Benefit Plans”).

[Schedule 4.22(a)] lists the ten (10) largest customers of the Business and the Target Companies (based on aggregate gross receipts from such customers) and the ten (10) largest suppliers of the Business and the Target Companies (based on aggregate gross payments to such suppliers), on a consolidated basis, for the fiscal years ended ​ and 2018 and for the seven month period ended ​. Since ​, none of the customers or suppliers set forth on [Schedule 4.22(a)] has canceled, terminated or materially and adversely modified or, to the Knowledge of Sellers, threatened to cancel, terminate or materially and adversely modify, its relationship with the Business.

[Schedule 4.22(c)] sets forth a correct and complete list all as of ​ of # “long-term agreements” and similar price reduction, discount and incentive commitments of the Target Companies and the Business with respect to their customers involving more than ​, and # price increase commitments in excess of ​ of the Target Companies with respect to its suppliers.

[Article 4.3] on original leasing agreement has been agreed to revise as follows: during the lease term, if a bona fide third party makes a legally binding lease offer to Party A, Party A shall Obliged to present the proof and notify Party B in writing that Party B has a 30-day pre-emptive lease right and has the right to pre-empt the lease according to the needs of the relevant provisions of this contract, within the leasing areas not leased by Party B. Party A shall not rent to any third party within 30 days of Party B's pre-emptive lease right selection period. Before the lease term expiration, Party B has expressed intention to Party A on renewal of the contract, Party B has the priority to renew the lease, and the two parties shall sign another written contract.

​ of the Plan (“Authorized Number of Shares”) is hereby amended and restated in its entirety as follows: