Common use of Entire Agreement; Amendment and Restatement Clause in Contracts

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this Agreement amends and restates in its entirety the Existing Agreement, (b) this Agreement does not extinguish the indebtedness, liabilities, and obligations of Borrower outstanding in connection with the Existing Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, and obligations of Borrower, (c) all indebtedness, liabilities, and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable in accordance with this Agreement; provided, however, for matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this Agreement, the terms of the Existing Agreement shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower This Agreement and the Bank have entered into an Advancesother Loan Documents embody the final, Specific Collateral Pledge entire agreement among the parties hereto and Security Agreement with Blanket Floating Liensupersede any and all prior commitments, an Advancesagreements, Collateral Pledge representations, and Security Agreement with Deliveryunderstandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or an Advances, Collateral Pledge and Security Agreement prior to subsequent oral agreements or discussions of the date hereof (the “Existing Agreement”), (a) this parties hereto. This Agreement amends and restates in its entirety the Existing Credit Agreement, (b) . The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness. The Loan Parties, liabilitiesthe Administrative Agent, the Issuing Banks and obligations the Lenders ratify and confirm each of Borrower, the Loan Documents entered into prior to the Effective Date (c) all indebtedness, liabilities, and obligations of Borrower under excluding the Existing Agreement are renewed Credit Agreement), agree that such Loan Documents continue to be legal, valid, binding and continued and hereafter shall be payable enforceable in accordance with this Agreement; provided, howevertheir respective terms and agree that the Liens created thereby are not extinguished but are continued in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Obligations. However, for all matters relating arising prior to the Effective Date (including the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this AgreementEffective Date and matters relating to indemnification), the terms of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. For the avoidance of doubt, (d) the parties hereto confirm that as of and after the Effective Date, all interest and fees hereunder will accrue based on the terms of this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank no interest period created under the Existing AgreementCredit Agreement shall continue hereunder. Not in limitation of the foregoing, the Loan Parties, the Administrative Agent, the Issuing Banks and the Lenders agree that all references to the "Administrative Agent" or a "Collateral Agent" under any Loan Document shall mean the Administrative Agent hereunder. Each Loan Parties represents and warrants that as of the Effective Date there are no claims or offsets against or rights of recoupment with respect to or defenses or counterclaims to its obligations under the Existing Credit Agreement or any of the other Loan Documents. TO INDUCE THE LENDERS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT, EACH LOAN PARTY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE EFFECTIVE DATE AND RELATING TO THE EXISTING CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) The Loan Documents embody the entire agreement and understanding among the Borrower, the Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent and the Lenders relating to the subject matter thereof (including the indemnity, confidentiality, advisory and fiduciary provisions in that certain commitment letter dated as of August 16, 2021 among the Borrower, Xxxxx Fargo and Xxxxx Fargo Securities, LLC), other than documentation of the fees described in Sections 2.5 and 10.13. (b) Each party hereto hereby agrees that, at such time as this Agreement amends shall have become effective pursuant to the terms of Article IV, (i) the Existing Credit Agreement automatically shall be deemed amended, superseded and restates restated in its entirety by this Agreement and (ii) the Commitments under the Existing Agreement, (b) this Credit Agreement does not extinguish the indebtedness, liabilities, and obligations of Borrower outstanding in connection as defined therein automatically shall be replaced with the Existing Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, Commitments hereunder as set forth on Schedule 2. The promissory notes executed and obligations of Borrower, (c) all indebtedness, liabilities, and obligations of delivered by the Borrower under the Existing Credit Agreement are renewed hereby cancelled and continued and hereafter shall be payable in accordance deemed replaced with the Notes issued hereunder. This Agreement is not a novation of the Existing Credit Agreement. The Commitments and outstanding Loans of the lenders party to the Existing Credit Agreement that are not Lenders under this Agreement (collectively, the “Exiting Lenders”) under the Existing Credit Agreement are hereby terminated simultaneously with the effectiveness of this Agreement; provided. After giving effect to this Agreement, however, for matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to Exiting Lenders shall no longer have any Commitments or outstanding Loans. Concurrently with the effective date effectiveness of this Agreement, the terms of the Existing Agreement each Exiting Lender shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain receive payment in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower outstanding Obligations owing to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank it under the Existing Credit Agreement.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS (INCLUDING THE FINAL AGREEMENT BETWEEN SCHEDULES AND EXHIBITS HERETO) AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATIVE TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR THEREOF. ANY PREVIOUS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE EXISTING CREDIT AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF ) AMONG THE PARTIES HERETOWITH RESPECT TO THE SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this This Agreement amends and restates in its entirety the Existing Credit Agreement, (b) . The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower indebtedness or loan documents outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, . The Borrower represents and warrants that as of the Effective Date there are no claims or offsets against or defenses or counterclaims to its obligations of Borrower, (c) all indebtedness, liabilities, and obligations of Borrower under the Existing Credit Agreement are renewed or any of the other documents executed in connection therewith. To induce the Lenders, the Issuing Banks and continued and hereafter shall be payable in accordance with the Administrative Agent to enter into this Agreement; provided, howeverthe Borrower waives any and all claims, for matters relating to the accrual and payment of interest and fees and relating to indemnification offsets, defenses or counterclaims, whether known or unknown, arising prior to the effective date of this Agreement, the terms of the Existing Agreement shall control Effective Date and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant relating to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to Credit Agreement or the Existing Agreement are transactions contemplated hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreementor thereby.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR This Agreement, together with any Application(s) accepted by Bank, and any other agreement, document or instrument referred to herein, constitute the final, exclusive and entire agreement and understanding of, and supersede all prior or contemporaneous, oral or written, agreements, understandings, representations and negotiations between, the parties relating to the subject matter of this Agreement, provided that this Agreement shall not supersede any reimbursement agreement (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have however titled) that has been entered into an Advances, Specific Collateral Pledge and Security Agreement specifically with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Deliveryrespect to any “direct pay” standby letter of credit or other similar standby letter of credit where the terms of such reimbursement agreement have been drafted to specifically address the particular attributes of, or an Advancesthe particular circumstances of the underlying transaction supported by, Collateral Pledge and Security Agreement prior to the date hereof such standby letter of credit (the “Existing AgreementDirect Pay Credits”). Without limiting the generality of the foregoing, (a) this Agreement amends Applicant hereby agrees, for good and restates valuable consideration, that the Prior Standby Letter of Credit Agreement, regardless of whether it was addressed to Bank or some other person or entity, is replaced in its entirety the Existing Agreement, (b) by this Agreement does not extinguish so that the indebtedness, liabilities, Credits which were originally issued under and obligations of Borrower outstanding in connection with the Existing Prior Standby Letter of Credit Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, will now be deemed for all purposes Credits issued under and obligations of Borrower, (c) all indebtedness, liabilities, and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable in accordance connection with this Agreement and not the Prior Standby Letter of Credit Agreement; provided. THE EXECUTION OF THIS AGREEMENT DOES NOT EXTINGUISH THE OBLIGATIONS OUTSTANDING IN CONNECTION WITH THE PRIOR STANDBY LETTER OF CREDIT AGREEMENT NOR DOES IT CONSTITUTE A NOVATION WITH RESPECT TO THE OBLIGATIONS OUTSTANDING IN CONNECTION THEREWITH. APPLICANT HEREBY REPRESENTS AND WARRANTS THAT, howeverAS OF THE DATE OF THIS AGREEMENT, for matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this AgreementTHERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO APPLICANT’S OBLIGATIONS UNDER THE PRIOR STANDBY LETTER OF CREDIT AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION THEREWITH. APPLICANT WAIVES ANY AND ALL SUCH CLAIMS, the terms of the Existing Agreement shall control and are hereby ratified and confirmedOFFSETS, (d) this Agreement shall not result in or constitute a waiver of or a releaseDEFENSES OR COUNTERCLAIMS, dischargeWHETHER KNOWN OR UNKNOWN, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing AgreementARISING PRIOR TO THE DATE OF THIS AGREEMENT.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower Customer and the Bank have entered into an Advances, Specific Collateral Pledge a Second Amended and Security Restated Master Transactions Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this Agreement amends and restates in its entirety the Existing Agreement, (b) this Agreement does not extinguish the indebtedness, liabilities, and obligations of Borrower Customer outstanding in connection with the Existing Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, and obligations of BorrowerCustomer, (c) all indebtedness, liabilities, and obligations of Borrower Customer under the Existing Agreement are renewed and continued and hereafter shall be payable in accordance with this Agreement; provided, however, for matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this Agreement, the terms of the Existing Agreement shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, Agreement and (e) all security interests and liens previously granted by Borrower Customer pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower Customer to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) This Agreement amends, restates and replaces the Existing Syndicated Credit Agreement and the Existing Operating Loan Agreement and, together with the agreements and other documents to be delivered pursuant to this Agreement, the Existing Syndicated Credit Agreement or the Existing Operating Loan Agreement, constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement amends and restates in its entirety supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Existing Agreement, (b) this Agreement does not extinguish the indebtedness, liabilitiesParties, and obligations of Borrower outstanding there are no representations, warranties or other agreements between the Parties in connection with the Existing subject matter of this Agreement nor does it constitute a novation except as specifically set out in this Agreement or the other agreements and documents delivered pursuant to this Agreement. No Party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to such indebtednessthe extent it has been reduced to writing and included as a term in this Agreement or in one of the other agreements and documents delivered pursuant to this Agreement. (b) For greater certainty, liabilitiesall Debt under the Existing Syndicated Credit Agreement and the Existing Operating Loan Agreement (including in respect of letters of credit and bankers’ acceptances) that remains outstanding at Closing shall constitute Debt hereunder, and obligations of Borrower, as provided in paragraph (c) all indebtednessbelow, liabilities, governed by the terms hereof and obligations of Borrower shall continue to be secured by the security granted under the Existing Syndicated Credit Agreement are renewed and continued and hereafter the Existing Operating Loan Agreement. Such Debt shall be payable continuing in accordance with this Agreement; providedall respects, however, for matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this Agreement, the terms of the Existing Agreement shall control and are hereby ratified and confirmed, (d) this Agreement shall not be deemed to evidence or result in a novation of such Debt. This Agreement reflects amendments to the Existing Syndicated Credit Agreement and the Existing Operating Loan Agreement and has been restated solely for the purposes of reflecting amendments to the Existing Syndicated Credit Agreement and the Existing Operating Loan Agreement which the Lenders, the Agent and the Borrower have agreed upon. All references to the “Credit Agreement”, the “Syndicated Credit Agreement”, the “Operating Credit Agreement” or constitute a waiver similar references contained in the documents delivered prior to the effectiveness of this Agreement in connection with or a releaseunder the Existing Syndicated Credit Agreement and the Existing Operating Loan Agreement shall be references to this Agreement without further amendment to those documents. The Borrower confirms that each of the foregoing documents, dischargeincluding without limitation any delivered under the Existing Syndicated Credit Agreement or the Existing Operating Loan Agreement, or forgiveness as applicable, remains in full force and effect. (c) All Debt of any amount payable the Borrower to the Existing Operating Lender pursuant to the Existing Operating Facility as at Closing will be deemed to be Debt owing by the Borrower under the Operating Facility and will reduce the availability under the Operating Facility by the amount thereof and will be subject to the terms of this Agreement, (e) all security interests and liens previously granted by . All Debt of the Borrower to the Existing Syndicated Lenders pursuant to the Existing Syndicated Credit Agreement are hereby renewed as at Closing will be deemed to be Debt owing by the Borrower under the Revolving Syndicated Facility and continued, will reduce the availability under the Revolving Syndicated Facility by the amount thereof and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower will be subject to the Bank, (f) any default thereunder shall constitute an Event terms of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS (INCLUDING WITHOUT LIMITATION, THE PRIOR CREDIT AGREEMENT), REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW)PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AMONG THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this This Agreement amends and restates in its entirety the Existing Prior Credit Agreement. The execution of this Agreement, (b) this Agreement the Notes and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower indebtedness outstanding in connection with the Existing Prior Credit Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, and obligations of . The Borrower, the Agent and the Banks ratify and confirm each of the Loan Documents and Bond Documents entered into prior to the Closing Date (cbut excluding the Prior Credit Agreement) all indebtednessand agree that such Loan Documents and Bond Documents continue to be legal, liabilitiesvalid, binding and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable enforceable in accordance with this their respective terms. Without limiting the generality of the foregoing and notwithstanding any Loan Document or Bond Document to the contrary, the Borrower, the Agent and the Banks agree and acknowledge that the term "Credit Agreement; provided, however, for matters " as used in each Loan Document and the term "Reimbursement Agreement" as used in any Bond Documents or other similar term referring to the reimbursement agreement of the issuer of the letter of credit under the applicable Bond Documents relating to the accrual and payment of interest and fees and relating to indemnification South Carolina Bonds, means, in each case, this Agreement. However, for all matters arising prior to the effective date of this AgreementAgreement (including, without limitation, the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Prior Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement. THE BORROWER REPRESENTS AND WARRANTS THAT TO THE BEST OF ITS KNOWLEDGE AS OF THE CLOSING DATE THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE PRIOR CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDINGThis Agreement, WITHOUT LIMITATIONthe Notes, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advancesother Credit Documents referred to herein embody the final, Specific Collateral Pledge entire agreement among the parties hereto and Security Agreement with Blanket Floating Liensupersede any and all prior commitments, an Advancesagreements, Collateral Pledge representations, and Security Agreement with Deliveryunderstandings, whether written or oral, relating to the subject matter hereof (including the Prior Credit Agreement) and may not be contradicted or varied by evidence of prior, contemporaneous, or an Advances, Collateral Pledge and Security Agreement prior to subsequent oral agreements or discussions of the date hereof (the “Existing Agreement”), (a) this parties hereto. This Agreement amends and restates in its entirety the Existing Prior Credit Agreement, (b) . The execution of this Agreement and the other Credit Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower indebtedness outstanding in connection with the Existing Prior Credit Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, and obligations of Indebtedness. The Borrower, (c) all indebtednessHoldings, liabilitiesthe Administrative Agent and the Banks ratify and confirm each of the Credit Documents entered into prior to the Effective Date and agree that such Credit Documents continue to be legal, valid, binding and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable enforceable in accordance with this Agreement; provided, howevertheir respective terms. However, for all matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this AgreementAgreement (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Prior Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in . Each of the Borrower and Holdings represents and warrants that as of the Effective Date there are no claims or constitute a waiver offsets against or rights of recoupment with respect to or a release, discharge, defenses or forgiveness of any amount payable pursuant counterclaims to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and its obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.Prior Credit Agreement or any of the other Credit Documents. TO INDUCE THE BANKS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT, BORROWER AND HOLDINGS EACH WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN,

Entire Agreement; Amendment and Restatement. Waivers of Claims; Release of Additional Guaranty. THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF (INCLUDING THE PRIOR AGREEMENT) AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW)PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this This Agreement amends and restates in its entirety the Existing Prior Agreement. The execution of this Agreement, (b) this Agreement the Notes and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower commitment under or the indebtedness outstanding in connection with the Existing Prior Agreement nor does it constitute a novation with respect to such commitment or such indebtedness. The Borrower, liabilitiesAgent and the Banks ratify and confirm each of the Loan Documents entered into prior to the Closing Date (but excluding the Prior Agreement and the Additional Guaranty, as defined therein), and obligations of Borroweragree that such Loan Documents continue to be legal, (c) all indebtednessvalid, liabilities, binding and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable enforceable in accordance with this Agreement; providedtheir respective terms. Borrower represents and warrants that as of the Closing Date there are no claims or offsets against or defenses or counterclaims to its obligations under the Prior Agreement or any of the other Loan Documents. TO INDUCE THE BANKS AND AGENT TO ENTER INTO THIS AGREEMENT, howeverBORROWER WAIVES ANY AND ALL SUCH CLAIMS, for matters relating OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE CLOSING DATE AND RELATING TO THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Without limiting the generality of the foregoing and notwithstanding any Loan Document to the accrual contrary, Borrower, Agent and payment of interest the Banks agree and fees and relating to indemnification arising prior to the effective date of this Agreement, the terms of the Existing Agreement shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.acknowledge that:

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS (INCLUDING THE FINAL AGREEMENT BETWEEN SCHEDULES AND EXHIBITS HERETO) AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATIVE TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR THEREOF. ANY PREVIOUS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE EXISTING PRIOR CREDIT AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF ) AMONG THE PARTIES HERETOWITH RESPECT TO THE SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this This Agreement amends and restates in its entirety the Existing Prior Credit Agreement, (b) . The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower liens or loan documents outstanding in connection with the Existing Prior Credit Agreement and the other Loan Documents nor does it constitute a novation with respect to such indebtedness, liabilities, . Each Obligated Party that was a party to any Loan Document prior to the date hereof represents and warrants that as of the Effective Date there are no claims or offsets against or defenses or counterclaims to its obligations of Borrower, (c) all indebtedness, liabilities, and obligations of Borrower under the Existing Prior Credit Agreement are renewed or any of the other documents executed in connection therewith. To induce the Lenders, the Issuing Banks and continued and hereafter shall be payable in accordance with the Administrative Agent to enter into this Agreement; provided, howevereach such Obligated Party (by entering into the Loan Documents to which it is a party) waives any and all such claims, for matters relating to the accrual and payment of interest and fees and relating to indemnification offsets, defenses or counterclaims, whether known or unknown, arising prior to the effective date Effective Date and relating to the Prior Credit Agreement, Loan Documents or the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing and notwithstanding any Loan Document to the contrary, each Obligated Party (by entering into the Loan Documents to which it is a party) the Administrative Agent, the Issuing Banks and the Lenders agree and acknowledge that the term “Credit Agreement” as used in each Loan Document means this Agreement, the terms of the Existing Agreement shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT, THE REVOLVING NOTES, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW)PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN AMONG THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this Agreement This agreement amends and restates in its entirety the Existing Agreementprior agreement. the execution of this agreement, (b) this Agreement the revolving notes and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower commitment under or the indebtedness outstanding in connection with the Existing Agreement prior agreement nor does it constitute a novation with respect to such commitment or such indebtedness, liabilities, and obligations of . the Borrower, Agents and the Banks ratify and confirm each of the Loan Documents entered into prior to the Closing Date (cbut excluding the prior agreement) all indebtednessand agree that such Loan Documents continue to be legal, liabilitiesvalid, binding and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable enforceable in accordance with their respective terms. Borrower represents and warrants that as of the Closing Date there are no claims or offsets against or defenses or counterclaims to its obligations under the prior agreement or any of the other Loan Documents. To induce the Banks and Agents to enter into this Agreement; providedagreement, howeverBorrower waives any and all such claims, for matters relating to the accrual and payment of interest and fees and relating to indemnification offsets, defenses or counterclaims, whether known or unknown, arising prior to the effective date of this Agreement, the terms of the Existing Agreement shall control Closing Date and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant relating to the Existing AgreementLoan Documents or the transactions contemplated hereby or thereby. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND NOTWITHSTANDING ANY LOAN DOCUMENT TO THE CONTRARY, BORROWER, AGENTS AND THE BANKS AGREE AND ACKNOWLEDGE THAT: (ei) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continuedTHE TERM "CREDIT AGREEMENT" AS USED IN EACH LOAN DOCUMENT MEANS THIS AGREEMENT; (ii) THE TERM "GUARANTEED INDEBTEDNESS" AS USED IN EACH GUARANTY INCLUDES THE OBLIGATIONS AS DEFINED HEREIN; (iii) THE TERM "OBLIGATIONS" AS USED IN THE BORROWER SECURITY AGREEMENT MEANS THE OBLIGATIONS AS DEFINED HEREIN; (iv) ANY REFERENCE TO TEXAS COMMERCE BANK NATIONAL ASSOCIATION IN ANY LOAN DOCUMENT EXECUTED PRIOR TO THE CLOSING DATE SHALL MEAN A REFERENCE TO CHASE BANK OF TEXAS, and all such security interests and other liens shall remain in full force and effect as security for all indebtednessNATIONAL ASSOCIATION, liabilities, and obligations of Borrower to the Bank, FORMERLY KNOWN AS TEXAS COMMERCE BANK NATIONAL ASSOCIATION; AND (fv) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing AgreementANY REFERENCE TO THE AGENT IN ANY LOAN DOCUMENT EXECUTED PRIOR TO THE CLOSING DATE SHALL MEAN A REFERENCE TO THE COLLATERAL AGENT.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDINGThis Agreement, WITHOUT LIMITATIONthe Notes, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advancesother Credit Documents referred to herein embody the final, Specific Collateral Pledge entire agreement among the parties hereto and Security Agreement with Blanket Floating Liensupersede any and all prior commitments, an Advancesagreements, Collateral Pledge representations, and Security Agreement with Deliveryunderstandings, whether written or oral, relating to the subject matter hereof (including the Prior Credit Agreement) and may not be contradicted or varied by evidence of prior, contemporaneous, or an Advances, Collateral Pledge and Security Agreement prior to subsequent oral agreements or discussions of the date hereof (the “Existing Agreement”), (a) this parties hereto. This Agreement amends and restates in its entirety the Existing Prior Credit Agreement, (b) . The execution of this Agreement and the other Credit Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower indebtedness outstanding in connection with the Existing Prior Credit Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, and obligations of Indebtedness. The Borrower, (c) all indebtednessHoldings, liabilitiesthe Administrative Agent and the Banks ratify and confirm each of the Credit Documents entered into prior to the Amendment Effective Date and agree that such Credit Documents continue to be legal, valid, binding and obligations of Borrower under the Existing Agreement are renewed and continued and hereafter shall be payable enforceable in accordance with this Agreement; provided, howevertheir respective terms. However, for all matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to the effective date of this AgreementAgreement (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Prior Credit Agreement and Existing Credit Agreement (as unmodified by the Amendment Agreement) shall control and are hereby ratified and confirmed. Each of the Borrower and Holdings represents and warrants that as of the Amendment Effective Date there are no claims or offsets against or rights of recoupment with respect to or defenses or counterclaims to its obligations under the Prior Credit Agreement, the Existing Credit Agreement or any of the other Credit Documents. TO INDUCE THE BANKS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THE AMENDMENT AGREEMENT, BORROWER AND HOLDINGS EACH WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE AMENDMENT EFFECTIVE DATE AND RELATING TO THE PRIOR CREDIT AGREEMENT, THE EXISTING CREDIT AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Without limiting the generality of the foregoing and notwithstanding any Credit Document to the contrary, the Borrower, Holdings, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Banks agree and acknowledge that: (a) any reference in any Credit Document (other than this Agreement) to the Prior Credit Agreement or the Existing Credit Agreement shall be deemed to mean a reference to this Agreement (as modified by the Amendment Agreement), (db) the term “Notes” as used in any Security Document shall mean the Notes executed in connection with this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of (including any amount payable pursuant to issued on the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunderAmendment Effective Date), and (gc) Collateral furnished pursuant to the terms “Loans” and “Revolving Loans” as used in any Security Document shall mean the Revolving Loans under this Agreement shall also secure all indebtednessAgreement, liabilities, and obligations of Borrower to including any made after the Bank under the Existing AgreementAmendment Effective Date.

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS (INCLUDING THE FINAL AGREEMENT BETWEEN SCHEDULES AND EXHIBITS HERETO) AND THE OTHER LOAN DOCUMENTS CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE ENTIRE CONTRACT AMONG THE PARTIES HERETO RELATIVE TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR THEREOF. ANY PREVIOUS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE EXISTING PRIOR CREDIT AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF ) AMONG THE PARTIES HERETOWITH RESPECT TO THE SUBJECT MATTER HEREOF IS SUPERSEDED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETOPARTIES. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) this This Agreement amends and restates in its entirety the Existing Prior Credit Agreement, (b) . The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the indebtedness, liabilities, and obligations of Borrower indebtedness outstanding in connection with the Existing Prior Credit Agreement and the other Loan Documents nor does it constitute a novation with respect to such indebtedness, liabilities, . Each Obligated Party that was a party to any Loan Document prior to the date hereof represents and warrants that as of the Effective Date there are no claims or offsets against or defenses or counterclaims to its obligations of Borrower, (c) all indebtedness, liabilities, and obligations of Borrower under the Existing Prior Credit Agreement are renewed or any of the other documents executed in connection therewith. To induce the Lenders, the Issuing Banks and continued and hereafter shall be payable in accordance with the Administrative Agent to enter into this Agreement; provided, howevereach such Obligated Party (by entering into the Loan Documents to which it is a party) waives any and all such claims, for matters relating to the accrual and payment of interest and fees and relating to indemnification offsets, defenses or counterclaims, whether known or unknown, arising prior to the effective date Effective Date and relating to the Prior Credit Agreement, Loan Documents or the transactions contemplated hereby or thereby. Without limiting the generality of the foregoing and notwithstanding any Loan Document to the contrary, each Obligated Party (by entering into the Loan Documents to which it is a party) the Administrative Agent, the Issuing Banks and the Lenders agree and acknowledge that: (a) the term "Credit Agreement" as used in each Loan Document means this Agreement, the terms of the Existing Agreement shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank under the Existing Agreement.; and

Entire Agreement; Amendment and Restatement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR (INCLUDING, WITHOUT LIMITATION, THE EXISTING AGREEMENT, IF ANY, AS DEFINED BELOW), CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO. To the extent Borrower and the Bank have entered into an Advances, Specific Collateral Pledge and Security Agreement with Blanket Floating Lien, an Advances, Collateral Pledge and Security Agreement with Delivery, or an Advances, Collateral Pledge and Security Agreement prior to the date hereof (the “Existing Agreement”), (a) The Loan Documents embody the entire agreement and understanding among the Borrower, the Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Agent and the Lenders relating to the subject matter thereof (including the indemnity, confidentiality, advisory and fiduciary provisions in that certain commitment letter dated as of October 2, 2012 among the Borrower, Xxxxx Fargo and Xxxxx Fargo Securities, LLC and that certain commitment letter dated as of January 27, 2015 among the Borrower, Xxxxx Fargo and Xxxxx Fargo Securities, LLC), other than documentation of the fees described in Sections 2.5 and 10.13. (b) Each party hereto hereby agrees that, at such time as this Agreement amends shall have become effective pursuant to the terms of Article IV, (i) the Existing Credit Agreement automatically shall be deemed amended, superseded and restates restated in its entirety by this Agreement and (ii) the Commitments under the Existing Agreement, (b) this Credit Agreement does not extinguish the indebtedness, liabilities, and obligations of Borrower outstanding in connection as defined therein automatically shall be replaced with the Existing Agreement nor does it constitute a novation with respect to such indebtedness, liabilities, Commitments hereunder as set forth on Schedule 2. The promissory notes executed and obligations of Borrower, (c) all indebtedness, liabilities, and obligations of delivered by the Borrower under the Existing Credit Agreement are renewed hereby cancelled and continued and hereafter shall be payable in accordance deemed replaced with the Notes issued hereunder. This Agreement is not a novation of the Existing Credit Agreement. The Commitments and outstanding Loans of the lenders party to the Existing Credit Agreement that are not Lenders under this Agreement (collectively, the “Exiting Lenders”) under the Existing Credit Agreement are hereby terminated simultaneously with the effectiveness of this Agreement; provided. After giving effect to this Agreement, however, for matters relating to the accrual and payment of interest and fees and relating to indemnification arising prior to Exiting Lenders shall no longer have any Commitments or outstanding Loans. Concurrently with the effective date effectiveness of this Agreement, the terms of the Existing Agreement each Exiting Lender shall control and are hereby ratified and confirmed, (d) this Agreement shall not result in or constitute a waiver of or a release, discharge, or forgiveness of any amount payable pursuant to the Existing Agreement, (e) all security interests and liens previously granted by Borrower pursuant to the Existing Agreement are hereby renewed and continued, and all such security interests and other liens shall remain receive payment in full force and effect as security for all indebtedness, liabilities, and obligations of Borrower outstanding Obligations owing to the Bank, (f) any default thereunder shall constitute an Event of Default hereunder, and (g) Collateral furnished pursuant to this Agreement shall also secure all indebtedness, liabilities, and obligations of Borrower to the Bank it under the Existing Credit Agreement.