Common use of No Novation Clause in Contracts

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be construed as deemed to be cancelled and, if such Lender has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameRevolving Note and/or Term Note hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that the Prior Loan Agreement Borrower for cancellation any Original Note held by it). Each Lender, whether or any Loan Document executed in connection therewith purports not requesting a Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver each Original Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank Original Revolving Note and Original Term Note held by a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and Bank each Guarantor hereby agree thatassume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), effective upon Agent, and the execution Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and delivery the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement by each such partyand the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the terms and provisions obligations or the liens or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Nothing expressed or implied Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party from any of the Obligations their obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Existing Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower Parent, Borrower, Subsidiary Guarantors, Agents and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such partyparty and the fulfillment, to the satisfaction of Agents and each Lender of each of the conditions precedent set forth in Section 3.01, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of the Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower, or any Borrower Guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each The Borrower and each Subsidiary Guarantor hereby (ia) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the “Loan and Security Credit Agreement”, “the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (iib) confirms and agrees that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankCollateral Agent, for the benefit of the Lenders, or to grant to the Bank Collateral Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of the Borrower or any guarantor from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Closing Date, the Original Revolving Note, if any, held by each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving Lender has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameRevolving Note hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Original Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank Original Revolving Notes held by a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Revolving Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Original Revolving Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Revolving Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower The Loan Parties, the Administrative Agent and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower the Loan Parties outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Borrower guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower The Loan Parties hereby (i) confirms confirm and agrees agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement” the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms confirm and agrees agree that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankAdministrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the Bank benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor the Loan Parties from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

No Novation. Borrower and Bank hereby agree thatEffective as of the Restatement Effective Date, effective upon the execution and delivery of this Agreement by each such partyshall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 10.23. On the date hereof, the terms rights and provisions obligations of the Prior Loan parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and hereby are amendedthe other Loan Documents shall continue under, but as amended and restated by this Agreement and superseded the other Loan Documents, and shall not in their entirety any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the terms other Loan Documents. This Agreement represents a modification, and provisions not a novation, of this Agreement. Nothing the respective credit facilities under the Existing Credit Agreement and nothing contained herein contained shall be construed as a substitution or novation of the obligations “Obligations” outstanding under, and as defined respectively in, the Existing Credit Agreement, all of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as modified hereby. The Loan Parties acknowledge, represent and warrant that they have no claims, defenses or offsets with respect to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the security agreements“Loan Documents” (as defined in the Existing Credit Agreement) related thereto and that immediately prior to the effectiveness of this Agreement, pledge agreementsthe Existing Credit Agreement and such other loan documents are valid, mortgagesbinding and enforceable in accordance with the terms thereof. Upon the effectiveness of this Agreement, guaranties or other each reference in the Loan Documents executed in to “the Credit Agreement” shall mean this Agreement. In connection therewith. Each Borrower hereby with this Agreement, the existing Loans of certain of the Existing Lenders that were funded under the Existing Credit Agreement (ithe “Existing Loans”) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, will be repaid in full force and effect and is hereby ratified and confirmed in all respects except that on and after with the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect proceeds of the Prior Loan Agreement, Revolving Loans and upon receipt by such pledge, assignment or grant Existing Lender of all amounts owed to such Exiting Lender under the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Existing Credit Agreement as of the first date it became effectiveRestatement Effective Date, such Existing Lender shall cease to be a “Lender” under the Existing Credit Agreement and shall have no further commitment to advance funds or extend credit or participate in any Letters of Credit or other credit that has been extended under the Existing Credit Agreement or this Agreement. Notwithstanding anything to the contrary in Section 2.12(f) of the Existing Credit Agreement, the Lenders hereby agree to the non-ratable repayment of certain of the Existing Lenders’ Existing Loans and agree that Section 2.12(f) shall not apply to such repayment. Notwithstanding anything to the contrary in Section 10.01 and without limited the effect of the other provisions of this Agreement, each Lender agrees and affirms the amendments and modifications set forth herein.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing KWI Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing KWI Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing KWI Credit Agreement shall be on the Closing Date become Loans hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower (iii) all other Obligations outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Existing KWI Credit Agreement shall on the Closing Date be construed as a release or other discharge of any Borrower from any of Obligations under this Agreement. (b) On the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Original Note, “thereto”if any, “thereof”held by each Revolving Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Revolving Lender has requested a Revolving Note hereunder, amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Parent Borrower for cancellation the Prior Loan Agreement Original Note held by it). Each Revolving Lender, whether or not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to deliver any Loan Document executed in connection therewith purports to assign or pledge Original Note held by it to the BankParent Borrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank Original Notes held by a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Revolving Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Parent Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Parent Borrower arising out of such Revolving Lender’s failure to deliver the Original Note held by it to the Parent Borrower for cancellation, subject to the condition that the Parent Borrower shall not make any payment to any Person claiming to be the holder of such Original Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) As of the Closing Date, the Revolving Commitments under (and Bank as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by this Agreement. This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under (and as defined in) the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” under (and as defined in) the Existing Credit Agreement shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Commitments hereunder reflect such L▇▇▇▇▇’s pro rata share of the outstanding aggregate Loans and Revolving Commitments on the Closing Date, and (iv) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement (to the extent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms and provisions of this Agreement. Nothing herein contained , pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) On the Closing Date, the Existing Revolving Note, if any, held by each Departing Lender shall be construed as a substitution or novation of deemed to be cancelled. On the obligations of Borrower outstanding under Closing Date, the Prior Loan Agreement or instruments securing the sameExisting Revolving Note, which obligations shall remain in full force and effectif any, except to the extent that the terms thereof are modified hereby or held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving L▇▇▇▇▇ has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered to such Lender hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Existing Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Existing Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Revolving Notes as of the Closing Date shall continue to be outstanding hereunder (subject to such reallocations, sales, assignments or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Loan Existing Credit Agreement as referred to in Section 10.22(a)(iii)), and shall from and after the Closing Date, if requested by the Revolving Lender holding such Existing Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Existing Revolving Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Existing Revolving Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment. (d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, such pledge, assignment or grant each lender party to the Existing Credit Agreement hereby waives any compensation pursuant to Section 3.05 of the security interest Existing Credit Agreement in connection with any reallocations, sales, assignments or lien is hereby ratified other relevant actions in respect of any credit and confirmed loan exposure under the Existing Credit Agreement as referred to in all respects and shall remain effective as Section 10.22(a)(iii) or any other payment or prepayment of Obligations on the first date it became effectiveClosing Date.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all Loans under the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder, (ii) all Existing Letters of Credit shall on the Restatement Effective Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Note, if any, held by each Lender shall be construed as deemed to be cancelled and, if such Lender has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameNote hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Note delivered hereunder on or about the Restatement Effective Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrowers for cancellation the Prior Loan Agreement Original Note held by it). Each Lender, whether or any Loan Document executed in connection therewith purports not requesting a Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Notes as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by the Lender holding such Original Note, be evidenced by the Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such Lender’s failure to deliver the Original Note held by it to the Borrowers for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien Lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon It is the execution and delivery express intent of the parties hereto that this Agreement by each such party(i) shall re-evidence the Borrowers’ indebtedness under the Existing Credit Agreement, the terms (ii) is entered into in substitution for, and provisions of the Prior Loan Agreement shall be and hereby are amendednot in payment of, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding the Borrowers under the Prior Loan Agreement or instruments securing the sameExisting Credit Agreement, which obligations shall remain and (iii) is in full force and effect, except no way intended to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as constitute a release or other discharge novation of any Borrower from any of the Obligations or any liabilities under Borrowers’ indebtedness which was evidenced by the Prior Loan Existing Credit Agreement or any of the security agreementsother Loan Documents. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, pledge agreementsupon the effectiveness hereof: (a) all letters of credit issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Letters of Credit issued under (and shall be governed by the terms of) this Agreement, mortgages, guaranties (b) all Obligations constituting Guaranteed Swap Obligations with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents executed and (c) the Agent shall make such reallocations of each Lender’s share of the outstanding Loans under the Existing Credit Agreement as are necessary in connection therewithorder that each such Lender’s share of the outstanding Loans hereunder reflects such Lender’s ratable share of the Aggregate Commitments hereunder. Each Borrower hereby On the Closing Date, the Borrowers shall pay to the Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (i) confirms accrued and agrees that each Loan Document to which it is a party isunpaid facility and utilization fees under the Existing Credit Agreement through the Closing Date, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms accrued and agrees that unpaid interest on Base Rate Loans under (and as defined in) the Existing Credit Agreement through the Closing Date and (iii) any amounts due to such Lenders on the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports Closing Date pursuant to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect Section 3.05 of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such partynor the execution, the terms and provisions delivery or effectiveness of the Prior Loan Amendment shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Reaffirmed Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the US Borrower or any Borrower of its Subsidiaries under any Reaffirmed Document from any of its obligations and liabilities as the Obligations “US Borrower”, a “Subsidiary”, a “Pledgor”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or any the Reaffirmed Documents. Each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Existing Credit Agreement and the Reaffirmed Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until (as applicable) and is except to any extent modified hereby ratified or by the Amendment or in connection herewith and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document therewith. Compass Minerals (Europe) Limited Compass Minerals (UK) Limited London Salt Limited Direct Salt Supplies Limited ▇.▇. ▇▇▇▇ & Co. (Nantwich) Limited NASC Nova Scotia Company Compass Minerals Canada Inc. Compass Canada Limited Partnership Compass Minerals Nova Scotia Company Compass Resources Canada Company SUPPLEMENT NO. _____ dated as of, to the “Loan and Security Agreement”Foreign Guaranty dated as of November 28, the “Loan Agreement” the “Agreement”2001, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreementas of December 22, 2005, among SIFTO CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), SALT UNION LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the Canadian Borrower, the “Foreign Borrowers”), each other Foreign Subsidiary of COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), listed on Schedule I thereto (the “Foreign Subsidiary Guarantors”; the Foreign Borrowers and the Foreign Subsidiary Guarantors are referred to collectively herein as the “Foreign Guarantors”) and JPMORGAN CHASE BANK, N.A., a national banking association (ii“JPMCB”), as collateral agent (in such capacity, the “Collateral Agent”) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Secured Parties (as of the first date it became effectivedefined therein).

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Loans” under (and agrees as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other “Obligations” (under and as defined in the Existing Credit Agreement) that each Loan Document to which it is a party is, and remain outstanding on the Closing Date shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after be Obligations under this Agreement. (b) On the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Existing Revolving Credit Notes and Existing Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Lender has requested a Revolving Credit Note and/or Term Note hereunder, amended and restated by this Agreement; and the Revolving Credit Note or Term Note, as applicable, delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Revolving Credit Note and/or Existing Term Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Revolving Credit Note and Existing Term Note of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver the Existing Revolving Credit Note and/or Existing Term Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of any such Existing Revolving Credit Note or Existing Term Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) Until this Amendment becomes effective in accordance with its terms and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyRestatement Effective Date shall have occurred, the terms Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower under the Restated Credit Agreement and the provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Restated Credit Agreement. (b) Without limiting the generality of the foregoing, this Amendment shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or the Guarantee Agreement (including the Parallel Debts (as defined in the Guarantee Agreement)) or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement or the Guarantee Agreement (including the Parallel Debts), in each case which obligations shall remain in full force outstanding on and effect, except to after the extent that the terms thereof are Restatement Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein shall be construed as a release or other discharge of Holdings, the Borrower or any Borrower of their respective Subsidiaries under any Loan Document from any of the Obligations its obligations and liabilities as “Holdings”, a “Borrower”, a “Grantor” or any liabilities a “Loan Party” under the Prior Loan Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Amendment, the provisions of Sections 2.12, 2.14, 2.18 and 9.05 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Restatement Effective Date will continue to be, in full force and effect and is hereby ratified and confirmed in be effective as to all respects except that on and after the Effective Date all references matters arising out of or in any such Loan Document way related to facts or events existing or occurring prior to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveRestatement Effective Date.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Loans” under (and agrees that each Loan Document to which it is a party is, and as defined in) the Existing Credit Agreement shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date become Loans hereunder and (ii) all references other “Obligations” (under and as defined in any such Loan Document to the “Loan and Security Existing Credit Agreement”) that remain outstanding on the Restatement Effective Date shall be Obligations under this Agreement. (b) On the Restatement Effective Date, the “Loan Agreement” the “Agreement”Existing Revolving Credit Notes and Existing Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by this Agreement; and the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Notes held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Notes of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver the Existing Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of any such Existing Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under and as defined in the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” (as defined in the Existing Credit Agreement) shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and hereby each applicable Departing Lender shall not be a Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are amendednecessary in order that each such Lender’s outstanding Loans and Commitments hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans and Commitments on the Closing Date, restated and superseded (iv) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement (to the extent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in their entirety full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms and provisions of this Agreement. Nothing herein contained , pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) On the Closing Date, the Existing Revolving Note, if any, held by each Departing Lender shall be construed as a substitution or novation of deemed to be cancelled. On the obligations of Borrower outstanding under Closing Date, the Prior Loan Agreement or instruments securing the sameExisting Revolving Note, which obligations shall remain in full force and effectif any, except to the extent that the terms thereof are modified hereby or held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving Lender has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Existing Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Existing Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Revolving Notes as of the Closing Date shall continue to be outstanding hereunder (subject to such reallocations, sales, assignments or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Loan Existing Credit Agreement as referred to in Section 10.22(a)(iii)), and shall from and after the Closing Date, if requested by the Revolving Lender holding such Existing Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Existing Revolving Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Existing Revolving Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment. (d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, such pledge, assignment or grant each lender party to the Existing Credit Agreement hereby waives any compensation pursuant to Section 3.05 of the security interest Existing Credit Agreement in connection with any reallocations, sales, assignments or lien is hereby ratified other relevant actions in respect of any credit and confirmed loan exposure under the Existing Credit Agreement as referred to in all respects and shall remain effective as Section 10.22(a)(iii) or any other payment or prepayment of Obligations on the first date it became effectiveClosing Date.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Until this Agreement by each such partybecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the terms Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. After the Restatement Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower under the Restated Credit Agreement and the provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Restated Credit Agreement. Without limiting the generality of the foregoing, this AgreementAgreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which obligations shall remain in full force and effect, except to outstanding after the extent that the terms thereof are Restatement Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein shall be construed as a release or other discharge of the Borrower or any Borrower Subsidiary thereof under any Loan Document from any of its obligations and liabilities as the Obligations “Borrower”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Restatement Effective Date will continue to be, in full force and effect and is hereby ratified and confirmed in be effective as to all respects except that on and after the Effective Date all references matters arising out of or in any such Loan Document way related to facts or events existing or occurring prior to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveRestatement Effective Date.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Loans” under (and agrees as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other “Obligations” (under and as defined in the Existing Credit Agreement) that each Loan Document to which it is a party is, and remain outstanding on the Closing Date shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after be Obligations under this Agreement. (b) On the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Existing Revolving Credit Notes and Existing Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Lender has requested a Revolving Credit Note and/or Term Note hereunder, amended and restated by this Agreement; and the Revolving Credit Note or Term Note, as applicable, delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Revolving Credit Note and/or Existing Term Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Revolving Credit Note and Existing Term Note of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and 147 shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver the Existing Revolving Credit Note and/or Existing Term Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of any such Existing Revolving Credit Note or Existing Term Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) As of the Closing Date, the Commitments of certain Lenders under (and Bank as defined in) the Existing Credit Agreement shall be terminated by the Borrowers (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 2.01. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Closing Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by the terms and provisions of this Agreement. Nothing herein contained shall This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be construed or operate as a substitution novation or novation an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of Borrower the foregoing (i) all Revolving Loans and Negotiated Rate Loans outstanding under the Prior Loan Existing Credit Agreement shall on the Closing Date become Revolving Loans and Negotiated Rate Loans, as the case may be, hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or instruments securing survive the same, which obligations shall remain payment in full force of principal, interest and effectall other amounts payable thereunder, except to then such terms shall survive the extent that amendment and restatement of the terms thereof are modified hereby or Existing Credit Agreement. (b) On the Closing Date, the Original Revolving Note, if any, held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving Lender has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrowers for cancellation the Prior Loan Agreement Original Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Revolving Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Revolving Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such Revolving Lender’s failure to deliver the Original Revolving Note held by it to the Borrowers for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Revolving Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) As of the Closing Date, the Revolving Commitments under (and Bank as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by this Agreement. This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under (and as defined in) the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” under (and as defined in) the Existing Credit Agreement shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Commitments hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans and Revolving Commitments on the Closing Date, and (iv) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement (to the extent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms and provisions of this Agreement. Nothing herein contained , pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) On the Closing Date, the Existing Revolving Note, if any, held by each Departing Lender shall be construed as a substitution or novation of deemed to be cancelled. On the obligations of Borrower outstanding under Closing Date, the Prior Loan Agreement or instruments securing the sameExisting Revolving Note, which obligations shall remain in full force and effectif any, except to the extent that the terms thereof are modified hereby or held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving Lender has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered to such Lender hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Existing Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Existing Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Revolving Notes as of the Closing Date shall continue to be outstanding hereunder (subject to such reallocations, sales, assignments or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Loan Existing Credit Agreement as referred to in Section 10.22(a)(iii)), and shall from and after the Closing Date, if requested by the Revolving Lender holding such Existing Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Existing Revolving Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Existing Revolving Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment. (d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, such pledge, assignment or grant each lender party to the Existing Credit Agreement hereby waives any compensation pursuant to Section 3.05 of the security interest Existing Credit Agreement in connection with any reallocations, sales, assignments or lien is hereby ratified other relevant actions in respect of any credit and confirmed loan exposure under the Existing Credit Agreement as referred to in all respects and shall remain effective as Section 10.22(a)(iii) or any other payment or prepayment of Obligations on the first date it became effectiveClosing Date.

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement or discharge or release the Obligations under, and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Revolving Credit Agreement or the creation, perfection or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Revolving Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. The Letter of Credit Obligations outstanding under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Letter of Credit Obligations hereunder, all outstanding Revolving Credit Loans under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Revolving Credit Loans hereunder and all interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Revolving Credit Agreement from any of the Obligations its obligations and liabilities as a "Borrower" or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith"Guarantor" thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Existing Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Existing Loan Document to "the “Loan and Security Revolving Credit Agreement”, the “Loan Agreement” the “Agreement”, “," "thereto”, “," "thereof”, “," "thereunder” " or words of like import referring to the Prior Loan Existing Revolving Credit Agreement shall mean the Prior Loan Existing Revolving Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Existing Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien on, Lien on any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Revolving Credit Agreement and the Existing Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective except as of the first date it became effective.otherwise expressly provided herein. DOC ID - 18336046.11

No Novation. Borrower (a) This Agreement amends, restates and Bank supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans”, “Revolving Loans” and “Term Loans” under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Loans, Revolving Loans and Term Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Effective Date be Obligations under this Agreement. Each undersigned Lender with a Revolving Loan or a Term Loan under the Existing Credit Agreement hereby agree thatagrees to exchange, effective upon continue or rollover all of the execution and delivery portion of such Revolving Loans and/or Term Loans, as the case may be, outstanding immediately prior to the effectiveness of this Agreement into Revolving Loans and/or Term Loans, as applicable, outstanding immediately after the effectiveness of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (b) On the Effective Date, the Existing Notes, if any, held by each Lender shall be deemed to be cancelled and, if such party▇▇▇▇▇▇ has requested a Note hereunder, amended and restated by the terms Note delivered hereunder on or about the Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation the Existing Note(s) held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Existing Notes held by it to the Borrower for cancellation and/or amendment and provisions restatement. All amounts owing under, and evidenced by, any Existing Notes held by a Lender as of the Prior Loan Agreement Effective Date shall continue to be outstanding hereunder, and hereby are amendedshall from and after the Effective Date, restated if requested by the Lender holding such Existing Note(s), be evidenced by the Note(s), and superseded shall in their entirety any event be evidenced by, and governed by the terms and provisions of of, this Agreement. Nothing herein contained Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver any Existing Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be construed the holder of any Existing Notes unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment. (c) The execution, delivery and effectiveness of this Agreement shall not operate as a substitution waiver of any right, power or novation remedy of the obligations of Borrower outstanding Administrative Agent or the Lenders under the Prior Loan Existing Credit Agreement or instruments securing the sameother Loan Documents (as defined in the Existing Credit Agreement), which obligations shall remain nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement or the other Loan Documents (as defined in full force and effectthe Existing Credit Agreement), except to the extent that the terms thereof are any such covenant, agreement or obligation is no longer set forth herein or is modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that delivered on and after the Effective Date Date, any and all references in any such the Loan Document Documents to the “Loan and Security Agreement”Existing Credit Agreement shall, without further action of the “Loan Agreement” the “Agreement”parties, “thereto”, “thereof”, “thereunder” or words of like import referring be deemed a reference to the Prior Loan Agreement shall mean the Prior Loan Agreement Existing Credit Agreement, as amended and restated by this Agreement; , and (ii) confirms and agrees that to the extent that the Prior Loan as this Agreement shall be further amended, restated, supplemented or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor otherwise modified from time to time existing in respect of the Prior and unless any Loan Document has been expressly amended and restated pursuant to this Agreement, such pledgeany Loan Document as defined in, assignment or grant of executed pursuant to, the security interest or lien Existing Credit Agreement shall constitute a Loan Document hereunder. (d) The Administrative Agent and each Lender under and as defined in the Existing Credit Agreement that is party hereto as a Lender hereby ratified and confirmed in all respects and shall remain effective agrees that as of the first date it became effectiveEffective Date, all security interests and liens granted to the Administrative Agent by the Loan Parties (each under and as defined in the Existing Credit Agreement) securing amounts evidenced by the Loan Documents (as defined in the Existing Credit Agreement) shall automatically terminate. The Administrative Agent hereby agrees, at ▇▇▇▇▇▇▇▇’s sole expense, to duly execute and deliver, or cause to be duly executed and delivered, all lien releases, discharges of security interests and pledges and other similar discharge and release documents, as are reasonably requested or necessary to release, as of record, all security interests and liens previously granted to the Administrative Agent under the Loan Documents (as defined in the Existing Credit Agreement), and to deliver to the Borrower all collateral previously delivered in physical form by the Loan Parties under the Existing Credit Agreement. The Administrative Agent hereby authorizes the Borrower (or any designee of the Borrower) to prepare and file all such termination statements, releases, discharges and related filings as may be necessary to effectuate the provisions of the immediately preceding sentence (provided that the Administrative Agent shall have approved the form and substance of such UCC termination statements and other releases and instruments).

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing KWI Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing KWI Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing KWI Credit Agreement shall be on the Closing Date become Loans hereunder and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation reallocated among the Revolving Lenders in accordance with their respective Revolving Credit Commitments and Applicable Percentages hereunder, (ii) all Existing Letters of Credit shall on the obligations Closing Date become Letters of Borrower Credit hereunder and (iii) all other Obligations outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Existing KWI Credit Agreement shall on the Closing Date be construed as a release or other discharge of any Borrower from any of Obligations under this Agreement. (b) On the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Original Note, “thereto”if any, “thereof”held by each Revolving Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Revolving ▇▇▇▇▇▇ has requested a Revolving Note hereunder, amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Parent Borrower for cancellation the Prior Loan Agreement Original Note held by it). Each Revolving Lender, whether or not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to deliver any Loan Document executed in connection therewith purports to assign or pledge Original Note held by it to the BankParent Borrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank Original Notes held by a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Revolving Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Parent Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Parent Borrower arising out of such Revolving Lender’s failure to deliver the Original Note held by it to the Parent Borrower for cancellation, subject to the condition that the Parent Borrower shall not make any payment to any Person claiming to be the holder of such Original Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all Loans under the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder, and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Note, if any, held by each Lender shall be construed as deemed to be cancelled and, if such ▇▇▇▇▇▇ has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameNote hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Note delivered hereunder on or about the Restatement Effective Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrowers for cancellation the Prior Loan Agreement Original Note held by it). Each Lender, whether or any Loan Document executed in connection therewith purports not requesting a Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Notes as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by the Lender holding such Original Note, be evidenced by the Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Note held by it to the Borrowers for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained On the Closing Date, the Original Revolving A Note and/or Original Revolving B Note, if any, held by each Lender shall be construed as deemed to be cancelled and, if such Lender has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameNote hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that the Prior Loan Agreement Borrower for cancellation any Original Revolving Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Loan Document executed in connection therewith purports to assign or pledge Original Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to the Bank a security interest in or lien onand evidenced by, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Revolving Note held by a Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Lender holding such Original Revolving Note, be evidenced by the Note, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver any Original Revolving Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any Original Revolving Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) As of the Closing Date, the Revolving Commitments under (and Bank as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms and provisions of this Agreement. Nothing herein contained , pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) On the Closing Date, the Existing Revolving Note, if any, held by each Departing Lender shall be construed as a substitution or novation of deemed to be cancelled. On the obligations of Borrower outstanding under Closing Date, the Prior Loan Agreement or instruments securing the sameExisting Revolving Note, which obligations shall remain in full force and effectif any, except to the extent that the terms thereof are modified hereby or held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving L▇▇▇▇▇ has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered to such Lender hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Existing Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Existing Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Revolving Notes as of the Closing Date shall continue to be outstanding hereunder (subject to such reallocations, sales, assignments or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Loan Existing Credit Agreement as referred to in Section 10.22(a)(iii)), and shall from and after the Closing Date, if requested by the Revolving Lender holding such Existing Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Existing Revolving Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Existing Revolving Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment. (d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, such pledge, assignment or grant each lender party to the Existing Credit Agreement hereby waives any compensation pursuant to Section 3.05 of the security interest Existing Credit Agreement in connection with any reallocations, sales, assignments or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.other

No Novation. Borrower (a) This Agreement amends, restates and Bank supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans”, “Revolving Loans” and “Term Loans” under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Loans, Revolving Loans and Term Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Effective Date be Obligations under this Agreement. Each undersigned Lender with a Revolving Loan or a Term Loan under the Existing Credit Agreement hereby agree thatagrees to exchange, effective upon continue or rollover all of the execution and delivery portion of such Revolving Loans and/or Term Loans, as the case may be, outstanding immediately prior to the effectiveness of this Agreement into Revolving Loans and/or Term Loans, as applicable, outstanding immediately after the effectiveness of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (b) On the Effective Date, the Existing Notes, if any, held by each Lender shall be deemed to be cancelled and, if such party▇▇▇▇▇▇ has requested a Note hereunder, amended and restated by the terms Note delivered hereunder on or about the Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation the Existing Note(s) held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Existing Notes held by it to the Borrower for cancellation and/or amendment and provisions restatement. All amounts owing under, and evidenced by, any Existing Notes held by a Lender as of the Prior Loan Agreement Effective Date shall continue to be outstanding hereunder, and hereby are amendedshall from and after the Effective Date, restated if requested by the Lender holding such Existing Note(s), be evidenced by the Note(s), and superseded shall in their entirety any event be evidenced by, and governed by the terms and provisions of of, this Agreement. Nothing herein contained Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver any Existing Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be construed the holder of any Existing Notes unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment. (c) The execution, delivery and effectiveness of this Agreement shall not operate as a substitution waiver of any right, power or novation remedy of the obligations of Borrower outstanding Administrative Agent or the Lenders under the Prior Loan Existing Credit Agreement or instruments securing the sameother Loan Documents (as defined in the Existing Credit Agreement), which obligations shall remain nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement or the other Loan Documents (as defined in full force and effectthe Existing Credit Agreement), except to the extent that the terms thereof are any such covenant, agreement or obligation is no longer set forth herein or is modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that delivered on and after the Effective Date Date, any and all references in any such the Loan Document Documents to the “Loan and Security Agreement”Existing Credit Agreement shall, without further action of the “Loan Agreement” the “Agreement”parties, “thereto”, “thereof”, “thereunder” or words of like import referring be deemed a reference to the Prior Loan Agreement shall mean the Prior Loan Agreement Existing Credit Agreement, as amended and restated by this Agreement; , and (ii) confirms and agrees that to the extent that the Prior Loan as this Agreement shall be further amended, restated, supplemented or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor otherwise modified from time to time existing in respect of the Prior and unless any Loan Document has been expressly amended and restated pursuant to this Agreement, such pledgeany Loan Document as defined in, assignment or grant of executed pursuant to, the security interest or lien is hereby ratified and confirmed in all respects and Existing Credit Agreement shall remain effective as of the first date it became effectiveconstitute a Loan Document hereunder.

No Novation. Borrower (a) As of the Closing Date, the Commitments of certain Lenders under (and Bank as defined in) the Existing Credit Agreement shall be terminated by the Borrowers (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 2.01. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Closing Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by the terms and provisions of this Agreement. Nothing herein contained shall This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be construed or operate as a substitution novation or novation an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of Borrower the foregoing (i) all Revolving Loans and Negotiated Rate Loans outstanding under the Prior Loan Existing Credit Agreement shall on the Closing Date become Revolving Loans and Negotiated Rate Loans, as the case may be, hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or instruments securing survive the same, which obligations shall remain payment in full force of principal, interest and effectall other amounts payable thereunder, except to then such terms shall survive the extent that amendment and restatement of the terms thereof are modified hereby or Existing Credit Agreement. (b) On the Closing Date, the Original Revolving Note, if any, held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving ▇▇▇▇▇▇ has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrowers for cancellation the Prior Loan Agreement Original Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Revolving Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Revolving Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such Revolving Lender’s failure to deliver the Original Revolving Note held by it to the Borrowers for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Revolving Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all Revolving Loans, Swing Line Loans, Term A Loans, Term B Loans, Canadian Term B Loans and Negotiated Rate Loans outstanding under the Existing Credit Agreement shall on the Closing Date become Revolving Loans, Swing Line Loans, Term A Loans, Term B Loans, Canadian Term B Loans and Negotiated Rate Loans, as the case may be, hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Closing Date, the Original Revolving Note, if any, held by each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving Lender has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameRevolving Note hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrowers for cancellation the Prior Loan Agreement Original Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Revolving Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Revolving Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such Revolving Lender’s failure to deliver the Original Revolving Note held by it to the Borrowers for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Revolving Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower Upon this Credit Agreement becoming effective pursuant to §11 and Bank hereby agree thatthe reallocation and other transactions described in §1.3, effective upon from and after the execution and delivery of this Agreement by each such party, the Restatement Date (i) all terms and provisions conditions of the Prior Existing Credit Agreement and any other "Loan Document" as defined therein, as amended by this Credit Agreement and the other Loan Documents being executed and delivered on the Restatement Date, shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto; (ii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrowers, Lenders and Administrative Agent accruing from and after the Restatement Date; (iii) this Credit Agreement shall not in any way release or impair the rights, duties, Obligations or Liens, if any, created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement Date, except as modified hereby or as modified hereafter in accordance with the terms hereof or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens, if any, are assumed, ratified and affirmed by the Borrowers; (iv) all indemnification obligations of the Borrowers and their Subsidiaries under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Credit Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Restatement Date; (v) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Restatement Date, continue outstanding under this Credit Agreement to the extent and as set forth in §1.3 hereof and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Credit Agreement, and this Credit Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vi) the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of Lenders or Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that the terms thereof are any such covenant, agreement or obligation is no longer set forth herein or is modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of hereby; and (vii) any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such the Loan Document Documents to the “Loan and Security Agreement”Existing Credit Agreement shall, without further action of the “Loan Agreement” the “Agreement”parties, “thereto”, “thereof”, “thereunder” or words of like import referring be deemed a reference to the Prior Loan Agreement shall mean the Prior Loan Agreement Existing Credit Agreement, as amended and restated by this Credit Agreement; , and (ii) confirms as this Credit Agreement shall be further amended or amended and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor restated from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivehereafter.

No Novation. Borrower (a) This Agreement amends, restates and Bank supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans”, “Revolving Loans” and “Term Loans” under (and as defined in) the Existing Credit Agreement shall on the Effective Date become Loans, Revolving Loans and Term Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Effective Date be Obligations under this Agreement. Each undersigned Lender with a Revolving Loan or a Term Loan under the Existing Credit Agreement hereby agree thatagrees to exchange, effective upon continue or rollover all of the execution and delivery portion of such Revolving Loans and/or Term Loans, as the case may be, outstanding immediately prior to the effectiveness of this Agreement into Revolving Loans and/or Term Loans, as applicable, outstanding immediately after the effectiveness of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (b) On the Effective Date, the Existing Notes, if any, held by each Lender shall be deemed to be cancelled and, if such partyLender has requested a Note hereunder, amended and restated by the terms Note delivered hereunder on or about the Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation the Existing Note(s) held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Existing Notes held by it to the Borrower for cancellation and/or amendment and provisions restatement. All amounts owing under, and evidenced by, any Existing Notes held by a Lender as of the Prior Loan Agreement Effective Date shall continue to be outstanding hereunder, and hereby are amendedshall from and after the Effective Date, restated if requested by the Lender holding such Existing Note(s), be evidenced by the Note(s), and superseded shall in their entirety any event be evidenced by, and governed by the terms and provisions of of, this Agreement. Nothing herein contained Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against Borrower arising out of such Lender’s failure to deliver any Existing Notes held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be construed the holder of any Existing Notes unless such Lender is first notified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment. (c) The execution, delivery and effectiveness of this Agreement shall not operate as a substitution waiver of any right, power or novation remedy of the obligations of Borrower outstanding Administrative Agent or the Lenders under the Prior Loan Existing Credit Agreement or instruments securing the sameother Loan Documents (as defined in the Existing Credit Agreement), which obligations shall remain nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement or the other Loan Documents (as defined in full force and effectthe Existing Credit Agreement), except to the extent that the terms thereof are any such covenant, agreement or obligation is no longer set forth herein or is modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that delivered on and after the Effective Date Date, any and all references in any such the Loan Document Documents to the “Loan and Security Agreement”Existing Credit Agreement shall, without further action of the “Loan Agreement” the “Agreement”parties, “thereto”, “thereof”, “thereunder” or words of like import referring be deemed a reference to the Prior Loan Agreement shall mean the Prior Loan Agreement Existing Credit Agreement, as amended and restated by this Agreement; , and (ii) confirms and agrees that to the extent that the Prior Loan as this Agreement shall be further amended, restated, supplemented or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor otherwise modified from time to time existing in respect of the Prior and unless any Loan Document has been expressly amended and restated pursuant to this Agreement, such pledgeany Loan Document as defined in, assignment or grant of executed pursuant to, the security interest or lien Existing Credit Agreement shall constitute a Loan Document hereunder. (d) The Administrative Agent and each Lender under and as defined in the Existing Credit Agreement that is party hereto as a Lender hereby ratified and confirmed in all respects and shall remain effective agrees that as of the first date it became effectiveEffective Date, all security interests and liens granted to the Administrative Agent by the Loan Parties (each under and as defined in the Existing Credit Agreement) securing amounts evidenced by the Loan Documents (as defined in the Existing Credit Agreement) shall automatically terminate. The Administrative Agent hereby agrees, at Borrower’s sole expense, to duly execute and deliver, or cause to be duly executed and delivered, all lien releases, discharges of security interests and pledges and other similar discharge and release documents, as are reasonably requested or necessary to release, as of record, all security interests and liens previously granted to the Administrative Agent under the Loan Documents (as defined in the Existing Credit Agreement), and to deliver to the Borrower all collateral previously delivered in physical form by the Loan Parties under the Existing Credit Agreement. The Administrative Agent hereby authorizes the Borrower (or any designee of the Borrower) to prepare and file all such termination statements, releases, discharges and related filings as may be necessary to effectuate the provisions of the immediately preceding sentence (provided that the Administrative Agent shall have approved the form and substance of such UCC termination statements and other releases and instruments).

No Novation. Borrower (a) As of the Closing Date, the Revolving Commitments under (and Bank as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by this Agreement. This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under (and as defined in) the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” under (and as defined in) the Existing Credit Agreement shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Commitments hereunder reflect such ▇▇▇▇▇▇’s pro rata share of the outstanding aggregate Loans and Revolving Commitments on the Closing Date, and (iv) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement (to the extent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms and provisions of this Agreement. Nothing herein contained , pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) On the Closing Date, the Existing Revolving Note, if any, held by each Departing Lender shall be construed as a substitution or novation of deemed to be cancelled. On the obligations of Borrower outstanding under Closing Date, the Prior Loan Agreement or instruments securing the sameExisting Revolving Note, which obligations shall remain in full force and effectif any, except to the extent that the terms thereof are modified hereby or held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving ▇▇▇▇▇▇ has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered to such Lender hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Existing Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Existing Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Revolving Notes as of the Closing Date shall continue to be outstanding hereunder (subject to such reallocations, sales, assignments or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Loan Existing Credit Agreement as referred to in Section 10.22(a)(iii)), and shall from and after the Closing Date, if requested by the Revolving Lender holding such Existing Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Existing Revolving Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Existing Revolving Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment. (d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, such pledge, assignment or grant each lender party to the Existing Credit Agreement hereby waives any compensation pursuant to Section 3.05 of the security interest Existing Credit Agreement in connection with any reallocations, sales, assignments or lien is hereby ratified other relevant actions in respect of any credit and confirmed loan exposure under the Existing Credit Agreement as referred to in all respects and shall remain effective as Section 10.22(a)(iii) or any other payment or prepayment of Obligations on the first date it became effectiveClosing Date.

No Novation. Borrower and Bank hereby agree that, effective upon Nothing in this Amendment No. 2 or the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Amended LC Credit Agreement shall be deemed to be a novation of any of the Obligations as defined in the Existing LC Credit Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder except as such rights or obligations are amended or modified pursuant to the Amended LC Credit Agreement. Notwithstanding any provision of this Amendment No. 2 or the Amended LC Credit Agreement or any instrument executed in connection herewith or therewith, on and hereby are amendedafter the Restatement Date, restated and superseded the incurrence of Obligations under the Amended LC Credit Agreement shall be in their entirety substitution for, but not in payment of, the Obligations owed by the Loan Parties under the Existing LC Credit Agreement (as defined therein). As of the Restatement Date, the Existing LC Credit Agreement as amended and restated pursuant to the terms and provisions of this Agreement. Nothing herein contained the Amended LC Credit Agreement shall be construed as deemed to be a substitution continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or novation of in connection with the obligations of Borrower outstanding under Existing LC Credit Agreement not amended and restated in connection with the Prior Loan Amended LC Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied each in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsaccordance with its terms, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveof delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing LC Credit Agreement pursuant to the Amended LC Credit Agreement were set forth in an amendment to the Existing LC Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of the Existing LC Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. The amendments provided for in the Amended LC Credit Agreement shall not, in any manner, be construed to impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Existing LC Credit Agreement or the other Loan Documents.

No Novation. Borrower (a) As of the Closing Date, the Revolving Commitments under (and Bank hereby agree that, effective upon as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement by Agreement, each such partyLender that was a Lender under (and as defined in) the Existing Credit Agreement (b) Notwithstanding anything to the contrary in this Agreement, the terms and provisions any Lender may exchange, continue or rollover all of the Prior Loan Agreement shall be and hereby are amendedportion of its Loans in connection with any refinancing, restated and superseded in their entirety extension, loan modification or similar transaction permitted by the terms and provisions of this Agreement. Nothing herein contained , pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. (c) On the Closing Date, the Existing Revolving Note, if any, held by each Departing Lender shall be construed as a substitution or novation of deemed to be cancelled. On the obligations of Borrower outstanding under Closing Date, the Prior Loan Agreement or instruments securing the sameExisting Revolving Note, which obligations shall remain in full force and effectif any, except to the extent that the terms thereof are modified hereby or held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving L▇▇▇▇▇ has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered to such Lender hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrower for cancellation the Prior Loan Agreement Existing Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Existing Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Existing Revolving Notes as of the Closing Date shall continue to be outstanding hereunder (subject to such reallocations, sales, assignments or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Loan Existing Credit Agreement as referred to in Section 10.22(a)(iii)), and shall from and after the Closing Date, if requested by the Revolving Lender holding such Existing Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Revolving Lender’s failure to deliver the Existing Revolving Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of such Existing Revolving Note unless such (d) Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, such pledge, assignment or grant each lender party to the Existing Credit Agreement hereby waives any compensation pursuant to Section 3.05 of the security interest Existing Credit Agreement in connection with any reallocations, sales, assignments or lien is hereby ratified other relevant actions in respect of any credit and confirmed loan exposure under the Existing Credit Agreement as referred to in all respects and shall remain effective as Section 10.22(a)(iii) or any other payment or prepayment of Obligations on the first date it became effectiveClosing Date.

No Novation. Borrower Each Credit Party hereby confirms that (i) its obligations and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of as modified by the security agreements, pledge agreements, mortgages, guaranties or Amendment and Restatement Agreement (including with respect to the 2020 Term B Loans contemplated hereby and by the Amendment and Restatement Agreement) and the other Loan Credit Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party isremain in full force and effect on a continuous basis after giving effect to the Amendment and Restatement Agreement and nothing in the Amendment and Restatement Agreement or this Agreement shall be deemed to be a novation of any of the Obligations as defined in the Existing Credit Agreement, (ii) the Secured Parties remain entitled to the benefits of the Guaranty and the security interests set forth or created in the Collateral Documents and the other Credit Documents, (iii) notwithstanding the effectiveness of the terms of the Amendment and Restatement Agreement, the Collateral Documents and the other Credit Documents are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby are ratified and confirmed in all respects and (iv) from and after the Restatement Effective Date, each reference to this “Agreement”, the “Credit Agreement” or other reference originally applicable to the Existing Credit Agreement contained in any Credit Document shall be a reference to this Agreement, as amended and restated pursuant to the Amended and Restated Term Loan Credit Agreement and as further amended, supplemented, restated or otherwise modified from time to time. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each Credit Document to which it is a party remain effective as in full force and effect, are not released or reduced, and continue to secure full payment and performance of the first date it became effectiveObligations as increased by the Amendment and Restatement Agreement and by this Agreement. Notwithstanding any provision of the Amendment and Restatement Agreement, this Agreement or any other Credit Document or instrument executed in connection herewith, the execution and delivery of the Amendment and Restatement Agreement and the incurrence of Obligations under the Amendment and Restatement Agreement and under this Agreement shall be in substitution for, but not in payment of, the Obligations owed by the Credit Parties under the Existing Credit Agreement.

No Novation. Borrower Upon this Credit Agreement becoming effective pursuant to §11 and Bank hereby agree thatthe reallocation and other transactions described in §1.3, effective upon from and after the execution and delivery of this Agreement by each such party, the Restatement Date (i) all terms and provisions conditions of the Prior Existing Credit Agreement and any other “Loan Document” as defined therein, as amended by this Credit Agreement and the other Loan Documents being executed and delivered on the Restatement Date, shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto; (ii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrowers, Lenders and Administrative Agent accruing from and after the Restatement Date; (iii) this Credit Agreement shall not in any way release or impair the rights, duties, Obligations or Liens, if any, created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement Date, except as modified hereby or as modified hereafter in accordance with the terms hereof or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens, if any, are assumed, ratified and affirmed by the Borrowers; (iv) all indemnification obligations of the Borrowers and their Subsidiaries under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Credit Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Restatement Date; (v) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Restatement Date, continue outstanding under this Credit Agreement to the extent and as set forth in §1.3 hereof and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Credit Agreement, and this Credit Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vi) the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of Lenders or Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that the terms thereof are any such covenant, agreement or obligation is no longer set forth herein or is modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of hereby; and (vii) any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such the Loan Document Documents to the “Loan and Security Agreement”Existing Credit Agreement shall, without further action of the “Loan Agreement” the “Agreement”parties, “thereto”, “thereof”, “thereunder” or words of like import referring be deemed a reference to the Prior Loan Agreement shall mean the Prior Loan Agreement Existing Credit Agreement, as amended and restated by this Credit Agreement; , and (ii) confirms as this Credit Agreement shall be further amended or amended and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor restated from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivehereafter.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Until this Agreement by each such partybecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the terms Existing Credit Agreement and the Existing Guarantee Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, (a) all obligations of the U.S. Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower under the Restated Credit Agreement and the provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Restated Credit Agreement and (b) all obligations of the Loan Parties (other than the Released Loan Parties) under the Existing Guarantee Agreement shall become obligations of the Loan Parties under the Restated Guarantee Agreement and the provisions of the Existing Guarantee Agreement shall be superseded by the provisions of the Restated Guarantee Agreement. Without limiting the generality of the foregoing, this AgreementAgreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or, other than with respect to the Released Loan Parties, release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which obligations shall remain in full force outstanding on and effect, except to after the extent that the terms thereof are Restatement Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein (other than the provisions that apply to Released Loan Parties) shall be construed as a release or other discharge of the U.S. Borrower or any Borrower Subsidiary thereof under any Loan Document from any of its obligations and liabilities as the Obligations “Borrower”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Restatement Effective Date will continue to be, be effective as to all matters arising out of or in full force and effect and is hereby ratified and confirmed in all respects except that on any way related to facts or events existing or occurring prior to the Restatement Effective Date. On and after the Restatement Effective Date all references Date, any reference in any such the Loan Document Documents to (a) the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Restated Credit Agreement, (b) the Existing Guarantee Agreement as amended and restated by this Agreement; shall mean the Restated Guarantee Agreement and (iic) confirms and agrees that to the extent that Existing U.S. Security Agreement shall mean the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Amended U.S. Security Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Until this Agreement becomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of the U.S. Borrower and Bank hereby agree thatthe Canadian Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower and the Canadian Borrower, effective upon respectively, under the execution Restated Credit Agreement and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Restated Credit Agreement. Without limiting the generality of the foregoing, this AgreementAgreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which obligations shall remain in full force outstanding on and effect, except to after the extent that the terms thereof are Restatement Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein shall be construed as a release or other discharge of the U.S. Borrower, the Canadian Borrower or any Borrower of their respective Subsidiaries under any Loan Document from any of the Obligations its obligations and liabilities as a “Borrower”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Restatement Effective Date will continue to be, be effective as to all matters arising out of or in full force and effect and is hereby ratified and confirmed in all respects except that on any way related to facts or events existing or occurring prior to the Restatement Effective Date. On and after the Restatement Effective Date all references Date, any reference in any such the Loan Document Documents to (a) the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Existing Guarantee Agreement as amended and restated by this Agreement; hereby and (iic) confirms and agrees that to the extent that Existing U.S. Security Agreement shall mean the Prior Loan Existing U.S. Security Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveamended hereby.

No Novation. Borrower (a) As of the Closing Date, the Commitments of certain Lenders under (and Bank as defined in) the Existing Credit Agreement shall be terminated by the Borrowers (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 2.01. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Closing Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by the terms and provisions of this Agreement. Nothing herein contained shall This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be construed or operate as a substitution novation or novation an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of Borrower the foregoing (i) all Revolving Loans and Negotiated Rate Loans outstanding under the Prior Loan Existing Credit Agreement shall on the Closing Date become Revolving Loans and Negotiated Rate Loans, as the case may be, hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or instruments securing survive the same, which obligations shall remain payment in full force of principal, interest and effectall other amounts payable thereunder, except to then such terms shall survive the extent that amendment and restatement of the terms thereof are modified hereby or Existing Credit Agreement. (b) On the Closing Date, the Original Revolving Note, if any, held by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement each Revolving Lender shall be construed as deemed to be cancelled and, if such Revolving L▇▇▇▇▇ has requested a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsRevolving Note hereunder, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Borrowers for cancellation the Prior Loan Agreement Original Revolving Note held by it). Each Revolving Lender, whether or any Loan Document executed in connection therewith purports not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to assign or pledge deliver the Original Revolving Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Revolving Notes as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Revolving Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such Revolving Lender’s failure to deliver the Original Revolving Note held by it to the Borrowers for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of such Original Revolving Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing KWI Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing KWI Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing KWI Credit Agreement shall be on the Closing Date become Loans hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower (iii) all other Obligations outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Existing KWI Credit Agreement shall on the Closing Date be construed as a release or other discharge of any Borrower from any of Obligations under this Agreement. (b) On the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Original Note, “thereto”if any, “thereof”held by each Revolving Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Revolving ▇▇▇▇▇▇ has requested a Revolving Note hereunder, amended and restated by this Agreement; and the Revolving Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Revolving Lender shall have delivered to the extent that Parent Borrower for cancellation the Prior Loan Agreement Original Note held by it). Each Revolving Lender, whether or not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to deliver any Loan Document executed in connection therewith purports to assign or pledge Original Note held by it to the BankParent Borrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank Original Notes held by a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Revolving Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by the Revolving Lender holding such Original Note, be evidenced by the Revolving Notes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Parent Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Parent Borrower arising out of such Revolving Lender’s failure to deliver the Original Note held by it to the Parent Borrower for cancellation, subject to the condition that the Parent Borrower shall not make any payment to any Person claiming to be the holder of such Original Note unless such Revolving Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Loans” under (and agrees as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other “Obligations” (under and as defined in the Existing Credit Agreement) that each Loan Document to which it is a party is, and remain outstanding on the Closing Date shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after be Obligations under this Agreement. (b) On the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Existing Revolving Credit Notes and Existing Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Lender has requested a Revolving Credit Note and/or Term Note hereunder, amended and restated by this Agreement; and the Revolving Credit Note or Term Note, as applicable, delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Revolving Credit Note and/or Existing Term Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Revolving Credit Note and Existing Term 154 Note of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Existing Revolving Credit Note and/or Existing Term Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of any such Existing Revolving Credit Note or Existing Term Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Advances” under (and agrees as defined in) the Existing Credit Agreement (as amended pursuant to this Agreement) shall on the Closing Date become Advances hereunder and (ii) all other “Obligations” (under and as defined in the Existing Credit Agreement (as amended pursuant to this Agreement)) that each Loan Document to which it is a party is, and remain outstanding on the Closing Date shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after be Obligations under this Agreement. (b) On the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Existing Term Notes and Existing Delayed Draw Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such ▇▇▇▇▇▇ has requested a Term Note hereunder, amended and restated by this Agreement; and the Term Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrowers for cancellation any Existing Note Term Note and/or Existing Delayed Draw Term Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Term Note and/or Existing Delayed Draw 118 Term Note held by it to the BankBorrowers for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Term Note and Existing Delayed Draw Term Note of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrowers from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrowers arising out of such ▇▇▇▇▇▇’s failure to deliver the Existing Term Note and/or Existing Delayed Draw Term Note held by it to the Borrowers for cancellation, subject to the condition that the Borrowers shall not make any payment to any Person claiming to be the holder of any such Existing Term Note or Existing Delayed Draw Term Note unless such Lender is first date it became effective.notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment. [Signature pages immediately follow]

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Loans” under (and agrees as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other “Obligations” (under and as defined in the Existing Credit Agreement) that each Loan Document to which it is a party is, and remain outstanding on the Closing Date shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after be Obligations under this Agreement. (b) On the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”Closing Date, the “Loan Agreement” the “Agreement”Existing Revolving Credit Notes and Existing Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Lender has requested a Revolving Credit Note and/or Term Note hereunder, amended and restated by this Agreement; and the Revolving Credit Note or Term Note, as applicable, delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Revolving Credit Note and/or Existing Term Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Revolving Credit Note and Existing Term Note of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Existing Revolving Credit Note and/or Existing Term Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of any such Existing Revolving Credit Note or Existing Term Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewithherewith and except to the extent repaid as provided herein. Nothing expressed or implied in this Amendment and Restatement Agreement or in any other document contemplated hereby shall discharge or release the Lien or priority of any Security Document or any other security therefor or otherwise be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement) from any of the Obligations its obligations and liabilities as a borrower, guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party isincluding, and shall continue to befor the avoidance of doubt, all Obligations under the Amended Credit Agreement), except, in full force each case, to any extent modified hereby and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent repaid as provided herein. [Remainder of page intentionally left blank] This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) dated as of February [_], 2021 to that the Prior Loan certain Credit Agreement dated as of October 25, 2018 (as amended by that certain First Amendment dated as of November 26, 2019 and that certain Second Amendment dated as of November 16, 2020 and as further amended, restated, supplemented or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor otherwise modified from time to time existing prior to the date hereof, the “Existing Credit Agreement”) among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), RESIDEO HOLDING INC., a Delaware corporation (“U.S. HoldCo 1”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation (“U.S. HoldCo 2”), RESIDEO FUNDING INC., a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined in respect this Lender Addendum have the meanings assigned to such terms in the Amendment and Restatement Agreement. By executing this Lender Addendum as a Continuing Term B Lender, the undersigned institution agrees (A) to the terms of the Prior Loan Amendment and Restatement Agreement and the Amended Credit Agreement and (B) on the terms and subject to the conditions set forth in the Amendment and Restatement Agreement and the Amended Credit Agreement, to continue all of its Existing Tranche B Term Loans (or such pledge, assignment or grant lesser amount as the Arrangers may allocate) as Continued Term B Loans on the Amendment and Restatement Effective Date. The undersigned institution hereby makes the election to convert all of its Existing Tranche B Term Loans as set forth in the security interest or lien is hereby ratified and confirmed Register (as defined in all respects and shall remain effective the Existing Credit Agreement) as of the first date it became effective.Amendment and Restatement Effective Date (or such lesser amount as the Arrangers may allocate prior to the Amendment and Restatement Effective Date) into Continued Term B Loans pursuant to a cashless conversion on the Amendment and Restatement Effective Date pursuant to procedures specified by the Administrative Agent. [NAME OF INSTITUTION] By: Name: Title: If a second signature is necessary: By: Name: Title: AMENDED AND RESTATED CREDIT AGREEMENT October 25February 12, 20182021 , MUFG UNIONJPMORGAN CHASE BANK, N.A., BOFA ▇▇▇▇▇ FARGOPNC BANK, NATIONAL ASSOCIATION, and ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 6066 SECTION 1.03. Terms Generally 6067

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or the terms and provisions of this Agreementobligations evidenced thereby or provided for thereunder. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby foregoing (i) confirms all “Loans” under (and agrees that each Loan Document to which it is a party is, and as defined in) the Existing Credit Agreement shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date become Loans hereunder and (ii) all references other “Obligations” (under and as defined in any such Loan Document to the “Loan and Security Existing Credit Agreement”) that remain outstanding on the Restatement Effective Date shall be Obligations under this Agreement. (b) On the Restatement Effective Date, the “Loan Agreement” the “Agreement”Existing Revolving Credit Notes and Existing Term Notes, “thereto”if any, “thereof”held by each Lender shall be deemed to be cancelled and, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as if such Lender has requested a Revolving Credit Note and/or Term Note hereunder, amended and restated by this Agreement; and the Revolving Credit Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that Borrower for cancellation any Existing Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Existing Revolving Credit Note and/or Existing Term Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to and evidenced by, the Bank a security interest in or lien on, Existing Revolving Credit Note and Existing Term Note of any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date be evidenced by the Notes (if any) received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver the Existing Revolving Credit Note and/or Existing Term Note held by it to the Borrower for cancellation, subject to the condition that the Borrower shall not make any payment to any Person claiming to be the holder of any such Existing Revolving Credit Note or Existing Term Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.