Common use of Amendment and Restatement; Effectiveness Clause in Contracts

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]. (b) On the date hereof, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereof). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. (c) The terms and conditions of this Agreement and the Agents’, the Noteholders’ and the Lenders’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, (ii) all of the Term Loan Payment Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder Documents. (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Loan Documents to Collateral Agent for the benefit of the Multi-Currency Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereof, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each Guarantor hereby consents to the execution, delivery and performance of the Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’, the Noteholders’ and the Lenders’ Collateral Agent’s rights and remedies hereunder and under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor Guarantor hereby reaffirms the Liens granted by such Guarantor pursuant to the Multi-Currency Existing Loan Documents to the Collateral Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations, in each case, on and subject to the terms and conditions set forth in the Credit Agreement. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited . In witness whereof, this Guaranty has been duly executed by the Guarantors as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force day and effect unless otherwise specifically amended by this Agreement or any other Loan Document.year first set forth above. Revlon, Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Deputy General Counsel and Secretary Revlon Consumer Products Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Deputy General Counsel and Secretary Almay, Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Xxxxxxx of the Ritz Group Ltd., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Xxxxxxx Xxxxxx Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Cosmetics & More Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary North America Revsale Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary PPI Two Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Consumer Corp., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Development Corp., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Government Sales, Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon International Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Real Estate Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary RIROS Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary RIROS Group Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Acknowledged and Agreed as of the date first above written: Citicorp USA, Inc., By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Agreement shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence (i) the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Grantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Pledge and Security Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Pledge and Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any "Default" or "Event of Default" under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Grantors hereby consents to the execution, delivery and performance of the Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement and the Agents’', the Noteholders’ Lenders' and the Lenders’ Issuers' rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder "Existing Loan Documents"). (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (gf) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. The Amendment and Restatement shall become effective as of the first date (the “Restatement Effective Date”) on which the following conditions have been satisfied: (a) [Intentionally Omitted]The Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) each Tranche 6 Term Lender, (iii) each New Revolving Lender and (iv) the Administrative Agent. (b) On the date hereof, the Existing Pledge and Security Agreement The conditions set forth in Section 1.4 hereof shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereof). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilitieshave been satisfied. (c) The terms and conditions Borrower shall have obtained New Revolving Commitments in an aggregate amount of this Agreement and the Agents’, the Noteholders’ and the Lenders’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents $1,795,000,000. The aggregate amount of Tranche 6 Term Commitments shall apply to (i) all of the Multi-Currency Payment Obligations and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, (ii) all of the Term Loan Payment Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder Documentsnot exceed $1,161,000,000. (d) Each Grantor hereby reaffirms the Liens granted The principal of and accrued and unpaid interest on all outstanding (i) Tranche 2 Term Loans, (ii) Tranche 5 Term Loans and (iii) Revolving Loans, Swingline Loans and LC Disbursements, and all accrued and unpaid fees payable pursuant to the Multi-Currency Loan Documents to Collateral Agent for the benefit Section 2.12(a) or (b) of the Multi-Currency Secured PartiesOriginal Credit Agreement, which Liens in each case as of the Restatement Effective Date, and all amounts owed in respect of such prepayments pursuant to Section 2.16 of the Original Credit Agreement, shall continue in full force and effect during have been (or substantially simultaneously with the term effectiveness of this Restatement Agreement shall be) paid in full, and any renewals thereof and the Administrative Agent shall continue have received evidence reasonably satisfactory to secure the Multi-Currency Secured Obligationsit of such payment. (e) Each Grantor hereby reaffirms To the Liens granted pursuant extent invoiced prior to the Term Loan Documents to Restatement Effective Date, the Collateral Administrative Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Restatement Agreement, including the reasonable fees, charges and disbursements of counsel for the benefit of Administrative Agent and the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured ObligationsBorrowing Base Agents. (f) On and after To the date hereof, (i) all references extent invoiced prior to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in Restatement Effective Date, the Loan Documents Administrative Agent shall be deemed to refer to have received, for the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) account of the Existing Pledge Tranche 6 Term Lenders and Security Agreement the New Revolving Lenders, payment of all fees owed to such Tranche 6 Term Lenders and New Revolving Lenders by the Borrower on the Restatement Effective Date in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of connection with this Restatement Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated transactions contemplated hereby. (g) This amendment To the extent invoiced prior to the Restatement Effective Date, the Arrangers shall have received the payments and restatement is limited as written reimbursements referred to in Section 2.4. (h) At least 3 Business Days prior to the Restatement Effective Date, the Administrative Agent and is not a consent to any the Lenders shall have received all documentation and other amendmentinformation required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, restatementincluding the USA Patriot Act. The Administrative Agent shall notify the Borrower, waiver or the Tranche 6 Term Lenders, the New Revolving Lenders and the other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions Lenders of the Loan Documents remain Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective, and the obligations of the Tranche 6 Term Lenders hereunder to make the Tranche 6 Term Loans and the New Revolving Lenders hereunder to provide the New Revolving Commitments will automatically terminate, if each of the conditions set forth or referred to in full force Sections 1.4 and effect unless otherwise specifically amended by this Agreement 1.5 hereof has not been satisfied at or any other Loan Documentprior to 5:00 p.m., New York City time, on February 21, 2013.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Agreement shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereofEffective Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (c) The terms and conditions of this Agreement and the Agents’Agent’s, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued and defined thereunder and all obligations of the Grantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (gf) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.. [SIGNATURE PAGES FOLLOW]

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Agreement shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence (i) the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Grantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to the Existing Pledge and Security Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Pledge and Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Grantors hereby consents to the execution, delivery and performance of the Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement and the Agents’Administrative Agent’s, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (gf) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Term Loan Agreement existing prior to the date hereof). This Agreement Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Term Loan Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each Guarantor hereby consents to the execution, delivery and performance of the Term Loan Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’, the Noteholders’ and the Lenders’ Collateral Agent’s rights and remedies hereunder and under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Term Loan Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Payment Obligations incurred under the Existing Term Loan Payment Obligations Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Loan Documents (as defined in the Existing Term Loan Documents and Agreement) (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor Guarantor hereby reaffirms the Liens granted by such Guarantor pursuant to the Multi-Currency Existing Loan Documents to the Collateral Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Term Loan Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations, in each case, on and subject to the terms and conditions set forth in the Term Loan Agreement. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited . In witness whereof, this Guaranty has been duly executed by the Guarantors as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force day and effect unless otherwise specifically amended by this Agreement or any other Loan Document.year first set forth above. Revlon, Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Deputy General Counsel and Secretary Revlon Consumer Products Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President, Deputy General Counsel and Secretary Almay, Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Xxxxxxx of the Ritz Group Ltd., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Xxxxxxx Xxxxxx Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Cosmetics & More Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary North America Revsale Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary PPI Two Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Consumer Corp., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Development Corp., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Government Sales, Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon International Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Products Corp., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Revlon Real Estate Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary RIROS Corporation, By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary RIROS Group Inc., By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Acknowledged and Agreed as of the date first above written: Citicorp USA, Inc., By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Closing Date. (b) On the date hereofClosing Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Closing Date), (ii) the representations and warranties made by the Guarantors prior to the Closing Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any ‘‘Default’’ or ‘‘Event of Default’’ under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’Collateral Agent’s, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement Guaranty and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued and defined thereunder and all obligations of the Grantors Guarantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder ‘‘Existing Loan Documents’’). (d) Each Grantor Guarantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofClosing Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofClosing Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Agreement shall not become effective until the Closing Date. (b) On the date hereofClosing Date, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereofClosing Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. (c) The terms and conditions of this Agreement and the Agents’, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued and defined thereunder and all obligations of the Grantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder ‘‘Existing Loan Documents’’). (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofClosing Date, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereofClosing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (gf) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement Guaranty is not AMENDED AND RESTATED GUARANTY KNOLOGY, INC. in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’Collateral Agent’s, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement Guaranty and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued and defined thereunder and all obligations of the Grantors Guarantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor Guarantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Agreement shall become effective on the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Credit Agreement shall be amended and restated in its entirety by the Credit Agreement together with this Agreement, and the Existing Pledge Credit Agreement (as amended and Security restated by the Credit Agreement and this Agreement) shall thereafter be of no further force and effect except continue to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereofEffective Date). This Agreement is not in any way intended to constitute a novation of the Liens, interests or any obligations and or liabilities existing under or granted pursuant to the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilitiesliabilities or the release of any lien under the Existing Credit Agreement. (c) The terms and conditions of this Agreement and the Agents’Administrative Agent’s, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents Financing Agreements shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Revolving Credit Notes issued thereunder and all Obligations of the Grantors incurred under the Financing Agreements and (ii) all of the obligations incurred under the Existing Credit Agreement and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, “Financing Agreements” (iias defined in the Existing Credit Agreement) all of (the Term Loan Payment Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder Documents“Existing Financing Agreements”). (d) Each Grantor hereby reaffirms the Liens liens granted pursuant to the Multi-Currency Loan Documents Existing Financing Agreements to Collateral the Existing Agent for the benefit of the Multi-Currency Secured Partiessecured parties thereunder, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereof, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereof, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan DocumentFinancing Agreement, all terms and conditions of the Loan Documents Financing Agreements remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan DocumentFinancing Agreement.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any "Default" or "Event of Default" under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Amended and Restated Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’', the Noteholders’ Lenders' and the Lenders’ Issuers' rights and remedies under this Agreement Guaranty and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder "Existing Loan Documents"). (d) Each Grantor Guarantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Agreement shall not become effective until the Closing Date. (b) On the date hereofClosing Date, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereofClosing Date). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. (c) The terms and conditions of this Agreement and the Agents’, the Noteholders’ and the Lenders’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder Documents. (d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Loan Documents to Collateral Agent for the benefit of the Multi-Currency Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofClosing Date, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the date hereofClosing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security Agreement, as amended and restated hereby. (gf) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Amended and Restated Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement Guaranty and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder Second Amended and Restated Guaranty HLI Operating Company, Inc. Hxxxx Lemmerz Finance-Luxembourg S.C.A. and all obligations of the Grantors Guarantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor Guarantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations. (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.

Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted]This Guaranty shall not become effective until the Effective Date. (b) On the date hereofEffective Date, the Existing Pledge and Security Agreement Guaranty shall be amended and restated in its entirety by this AgreementGuaranty, and the Existing Pledge and Security Agreement Guaranty shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and (i) the incurrence by the Grantors Guarantors of the obligations thereunder (whether or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the date hereof). This Agreement Guaranty is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Amended Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. (c) The terms and conditions of this Agreement Guaranty and the Agents’Administrative Agent’s, the NoteholdersLenders’ and the LendersIssuers’ rights and remedies under this Agreement Guaranty and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations incurred under the Amended Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Multi-Currency Loan Documents, Documents and (ii) all of the Term Loan Payment Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder and all obligations of the Grantors Guarantors incurred under the Term Loan Documents and (iiias defined in the Existing Credit Agreement) all of (the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder “Existing Loan Documents”). (d) Each Grantor Guarantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Existing Loan Documents to Collateral the Existing Administrative Agent for the benefit of the Multi-Currency Secured PartiesParties (as defined in the Existing Credit Agreement), which Liens shall continue in full force and effect during the term of this Agreement Guaranty and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the Reaffirmation Documents as defined in that certain Reaffirmation Agreement dated the date hereof among the Reaffirming Parties (as defined therein) and the Secured Parties (as defined therein). (e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations. (f) On and after the date hereofEffective Date, (i) all references to the Existing Pledge and Security Agreement Guaranty (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement Guaranty in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement Guaranty and (iii) except as the context otherwise provides, on or after the date hereofEffective Date, all references to this Agreement Guaranty herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Pledge and Security AgreementGuaranty, as amended and restated hereby. (g) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement, waiver or other modification, whether or not similar, and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended by this Agreement or any other Loan Document.