Common use of Continued Effectiveness; No Novation Clause in Contracts

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith is intended to or shall serve to effect a novation of the Obligations under the Credit Agreement and the other Loan Documents. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Credit Agreement, as amended hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties under the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this Amendment, as the each of the foregoing further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower collateral contemplated thereby and each other Credit Party acknowledges and confirms hereby (it being understood that it has no defense, set off, claim or counterclaim against was the Agent and intention of the Lenders with regard parties to the indebtednessExisting Credit Agreement to reaffirm, amend and restate the obligations, liabilities and obligations indebtedness created under or otherwise evidenced by the Prior Credit Agreement Agreements that is evidenced by the notes provided for therein and secured by the collateral contemplated thereby). The Credit Parties acknowledge and confirm that the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Secured Obligations” as used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness’ obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section or subsection numbers in any Prior Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained herein, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Original Credit Agreement and the other Loan DocumentsAgreement, as continued hereunder. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness Indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower and each other Each Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against (i) the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens Liens and security interests granted pursuant to the Loan Documents secure the indebtednessIndebtedness, liabilities and obligations of the Borrower to Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessIndebtedness, liabilities and obligations of the Borrower and the other Credit Parties to Agent and the Lenders) includes, without limitation, the Indebtedness, liabilities and obligations of the Borrower under the Credit this Agreement and the other Loan DocumentsNotes to be delivered hereunder, in each caseif any, and under the Original Credit Agreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing same further may be amended, modifiedrestated, supplemented and/or restated or otherwise modified from time to timetime and (ii) the grants of security interests, mortgages and Liens under and pursuant to the Loan Documents shall continue unaltered, and each other Loan Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. Each Credit Party signatory hereto, in the respective capacities, if any, of such Credit Party under each of the “Loan Documents” (as such term is defined in the Original Credit Agreement), other than the Original Credit Agreement (such Loan Documents other than the Original Credit Agreement are referred to herein as the “Original Loan Documents”), to which such Credit Party is a party (including the respective capacities of accommodation party, assignor, grantor, guarantor, indemnitor, mortgagor, obligor and pledgor, as applicable, and each other similar capacity, if any, in which such Credit Party granted Liens on all or any part of its properties and assets, or otherwise acted as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations under the Original Credit Agreement), hereby (i) agrees that, in each case, except to the extent amended or refinanced hereunder, the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of such Credit Party under any of the Original Loan Documents, all of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) to the extent such Credit Party has granted Liens on any of its properties or assets pursuant to any of the Original Loan Documents to secure the payment, performance and/or observance of all or any part of the Obligations, acknowledges, ratifies, confirms and reaffirms such grant of Liens, and acknowledges and agrees that all of such Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, restated, amended and restated, supplemented and otherwise modified and in effect from time to time.

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Original Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the Restatement Effective Date against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Original Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of each Credit Party to the Borrower Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders Agent and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties under the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this AmendmentAgreement, as the each of the foregoing same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.Section. All references in the Loan Documents to the “Obligations” of the Credit Parties owing from time to time and at any time to Agent and the Lenders or other Secured Parties shall be deemed to refer to, without limitation, the “Obligations” of the Borrower under, pursuant to and as defined in this Agreement. All references in the Loan Documents to the “Credit Agreement” shall be deemed to refer to this Agreement. All references in the Loan Documents to the “Loan Documents” shall be deemed to refer to the “Loan Documents” as defined herein. All references in the Loan Documents entered into prior to the Restatement Effective Date to (i) the “Borrower” shall be deemed to refer to the “Borrower” under, pursuant to and as defined in this Agreement and (ii) “Lender” shall be deemed to refer to the “Agent” under, pursuant to and as defined in this Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. Concurrently with the closing of this Agreement, Borrower shall pay, at par, the entire principal amount of the outstanding Loans held by each Replaced Lender and all accrued and unpaid interest owing to such Replaced Lender, in each case, as of the Restatement Effective Date. Notwithstanding anything to the contrary set forth in the Original Credit Agreement, the Lenders party hereto agree and consent to such repayment to each Replaced Lender to the extent such Lenders are “Lenders” under the Original Credit Agreement. Upon repayment of its Loans as set forth in this Section 9.25, each Replaced Lender shall cease to be a Lender under this Agreement and the other Loan Documents, and this Agreement shall be effectuated by the remaining Lenders under the Original Credit Agreement signatory hereto. ARTICLE X

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, Loan Documents and the notes, if any, notes provided for therein and secured by the Collateral. Borrower collateral contemplated thereby and each other Credit Party acknowledges and confirms hereby (it being understood that it has no defense, set off, claim or counterclaim against was the Agent and intention of the Lenders with regard parties to the indebtednessExisting Credit Agreement to reaffirm, amend and restate the obligations, liabilities and obligations indebtedness created under or otherwise evidenced by the Prior Credit Agreement Agreements that is evidenced by the notes provided for therein and secured by the collateral contemplated thereby). The Credit Parties acknowledge and confirm that the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Secured Obligations” as used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness’ obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section or subsection numbers in any Prior Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Original Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Original Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower to the Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders Agent and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties under the Notes to be delivered hereunder, and under the Original Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of Obligors under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness of Obligors created under the Credit Agreement which is or otherwise evidenced by the Existing Credit Agreement, as amended hereby. All revolver loans outstanding under, the notes, if any, provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Existing Credit Agreement as of the Restatement Date shall automatically be deemed to constitute FILO Loans and Revolver Loans under this Agreement (as more fully described in Section 2.1.1). Obligors acknowledge and confirm that the liens and security interests granted pursuant by Obligors to Agent and Lenders under the Loan Documents Existing Credit Agreement remain in full force and effect and continue to secure the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties Obligors under the Credit this Agreement, as amended hereby, and the other Loan Documents and that the . The term “Obligations” as used in this Agreement and in the other Loan Documents (or any other term used herein or therein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Obligors) describes and refers to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower Obligors under this Agreement and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been previously amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section or subsection numbers in the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of Agreement and the Loan Documents executed in connection herewith is Credit Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto and to reaffirm the Credit Agreement to reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateralcollateral contemplated thereby and hereby. Borrower The Credit Parties acknowledge and each other Credit Party acknowledges and confirms confirm that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Note Purchase Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties Noteholders under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “"Secured Obligations” as " used in certain of the Loan Note Purchase Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness' obligations, liabilities and obligations of indebtedness hereunder and under the Borrower Existing Credit Agreement, as amended and the other Credit Parties under restated by the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this Amendmenthereby, as the each of the foregoing further same may be further amended, modified, supplemented and/or or restated from time to time. The Loan Note Purchase Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement.

Continued Effectiveness; No Novation. Anything contained Notwithstanding anything herein to the contrary notwithstandingcontrary, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness and other Obligations (as defined in the Existing Credit Agreement) created under the Existing Credit Agreement which is may be evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower and each other Credit Party Each of the Loan Parties party hereto acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the Restatement Effective Date against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Existing Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Credit Agreement, as amended hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Existing Credit Agreement and the Other Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders Agent and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Loan Parties under the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this AmendmentAgreement, as the each of the foregoing same further may be amended, modified, supplemented and/or restated from time to time. The Loan Other Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentSection and Section 15.21 below. All references in the Existing Credit Agreement and the Other Documents to the “Obligations” of the Loan Parties owing from time to time and at any time to Agent and the Lenders shall be deemed to refer to, without limitation, the “Obligations” of the Loan Parties under, pursuant to and as defined in this Agreement. All references in the Other Documents to the “Credit Agreement” shall be deemed to refer to this Agreement. All references in the Other Documents to the “Other Documents” shall be deemed to refer to the “Other Documents” as defined herein. All references in the Other Documents entered into prior to the Restatement Effective Date to the “Borrower” shall be deemed to refer to the “Borrower” under, pursuant to and as defined in this Agreement. Cross-references in the Other Documents to particular section numbers in the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of Agreement and the Loan Documents executed in connection herewith is Note Purchase Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto and to reaffirm the Note Purchase Agreement to reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateralcollateral contemplated thereby and hereby. Borrower The Credit Parties acknowledge and each other Credit Party acknowledges and confirms confirm that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “"Secured Obligations” as " used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness' obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated by the Note Purchase Agreement and hereby, as the each of the foregoing further same may be further amended, modified, supplemented and/or or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of Borrower under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness of Borrower created under the Credit Agreement which is or otherwise evidenced by the Existing Credit Agreement, as amended hereby. All loans outstanding under, the notes, if any, provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Existing Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations as of the Borrower and the other Credit Parties Closing Date shall automatically be deemed to the Agent, the Lenders and other Secured Parties constitute Committed Loans under the Credit this Agreement, as amended hereby, and the other Loan Documents and that the . The term “Obligations” as used in this Agreement and in the other Loan Documents (or any other term used herein or therein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Borrower) describes and refers to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower under this Agreement and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been previously amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section or subsection numbers in the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything contained herein Notwithstanding anything to the contrary notwithstandingcontained herein, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Original Credit Agreement and the other Loan DocumentsAgreement, as continued hereunder. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness Indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower and each other Each Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against (i) the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens Liens and security interests granted pursuant to the Loan Documents secure the indebtednessIndebtedness, liabilities and obligations of the Borrower to Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessIndebtedness, liabilities and obligations of the Borrower and the other Credit Parties to Agent and the Lenders) includes, without limitation, the Indebtedness, liabilities and obligations of the Borrower under the Credit this Agreement and the other Loan DocumentsNotes to be delivered hereunder, in each caseif any, and under the Original Credit Agreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing same further may be amended, modifiedrestated, supplemented and/or restated or otherwise modified from time to timetime and (ii) the grants of security interests, mortgages and Liens under and pursuant to the Loan Documents shall continue unaltered, and each other Loan Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. Each Credit Party signatory hereto, in the respective capacities, if any, of such Credit Party under each of the “Loan Documents” (as such term is defined in the Original Credit Agreement), other than the Original Credit Agreement (such Loan Documents other than the Original Credit Agreement are referred to herein as the “Original Loan Documents”), to which such Credit Party is a party (including the respective capacities of accommodation party, assignor, grantor, guarantor, indemnitor, mortgagor, obligor and pledgor, as applicable, and each other similar capacity, if any, in which such Credit Party granted Liens on all or any part of its properties and assets, or otherwise acted as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations under the Original Credit Agreement), hereby (i) agrees that, in each case, except to the extent amended or refinanced hereunder, the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of such Credit Party under any of the Original Loan Documents, all of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) to the extent such Credit Party has granted Liens on any of its properties or assets pursuant to any of the Original Loan Documents to secure the payment, performance and/or observance of all or any part of the Obligations, acknowledges, ratifies, confirms and reaffirms such grant of Liens, and acknowledges and agrees that all of such Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, restated, amended and restated, supplemented and otherwise modified and in effect from time to time. 152

Continued Effectiveness; No Novation. Anything contained herein On the Restatement Date upon the satisfaction of the conditions precedent set forth in Section 3.1, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. Notwithstanding anything to the contrary notwithstandingcontained herein, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Original Credit Agreement and the other Loan DocumentsAgreement, as continued hereunder. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness Indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower and each other Each Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against (i) the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens Liens and security interests granted pursuant to the Loan Documents secure the indebtednessIndebtedness, liabilities and obligations of the Borrower to Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessIndebtedness, liabilities and obligations of the Borrower and the other Credit Parties to Agent and the Lenders) includes, without limitation, the Indebtedness, liabilities and obligations of the Borrower under the Credit this Agreement and the other Loan DocumentsNotes to be delivered hereunder, in each caseif any, and under the Original Credit Agreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing same further may be amended, modifiedrestated, supplemented and/or restated modified from time to timetime and (ii) the grants of security interests, mortgages and Liens under and pursuant to the Loan Documents shall continue unaltered, and each other Loan Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. Each Credit Party signatory hereto, in the respective capacities, if any, of such Credit Party under each of the “Loan Documents” (as such term is defined in the Original Credit Agreement), other than the Original Credit Agreement (such Loan Documents other than the Original Credit Agreement are referred to herein as the “Original Loan Documents”), to which such Credit Party is a party (including the respective capacities of accommodation party, assignor, grantor, guarantor, indemnitor, mortgagor, obligor and pledgor, as applicable, and each other similar capacity, if any, in which such Credit Party granted Liens on all or any part of its properties and assets, or otherwise acted as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations under the Original Credit Agreement), hereby (i) agrees that the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of such Credit Party under any of the Original Loan Documents, all of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) to the extent such Credit Party has granted Liens on any of its properties or assets pursuant to any of the Original Loan Documents to secure the payment, performance and/or observance of all or any part of the Obligations, acknowledges, ratifies, confirms and reaffirms such grant of Liens, and acknowledges and agrees that all of such Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, restated, amended and restated, supplemented and otherwise modified and in effect from time to time.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of Obligors under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness of Obligors created under the Credit Agreement which is or otherwise evidenced by the Existing Credit Agreement, as amended hereby. All revolver loans outstanding under, the notes, if any, provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Existing Credit Agreement as of the Restatement Date shall automatically be deemed to constitute FILO Loans and, Revolver Loans under this Agreement (as more fully described in Section 2.1.1). Obligors acknowledge and confirm that the liens and security interests granted pursuant by Obligors to Agent and Lenders under the Loan Documents Existing Credit Agreement remain in full force and effect and continue to secure the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties Obligors under the Credit this Agreement, as amended hereby, and the other Loan Documents and that the . The term “Obligations” as used in this Agreement and in the other Loan Documents (or any other term used herein or therein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Obligors) describes and refers to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower Obligors under this Agreement and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been previously amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.this

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of Obligors under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness of Obligors created under the Credit Agreement which is or otherwise evidenced by the Existing Credit Agreement, as amended hereby. All revolver loans outstanding under, the notes, if any, provided for therein and secured by the Collateral. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Existing Credit Agreement as of the Restatement Date shall automatically be deemed to constitute Revolver Loans under this Agreement (as more fully described in Section 2.1.1). Obligors acknowledge and confirm that the liens and security interests granted pursuant by Obligors to Agent and Lenders under the Loan Documents Existing Credit Agreement remain in full force and effect and continue to secure the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties Obligors under the Credit this Agreement, as amended hereby, and the other Loan Documents and that the . The term “Obligations” as used in this Agreement and in the other Loan Documents (or any other term used herein or therein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Obligors) describes and refers to the Agent, the Lenders and the other Secured Parties) includes, without limitation, the indebtednessall obligations, liabilities and obligations indebtedness of the Borrower Obligors under this Agreement and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been previously amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section or subsection numbers in the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateralcollateral contemplated thereby and hereby. Borrower The Credit Parties acknowledge and each other Credit Party acknowledges and confirms confirm that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Secured Obligations” as used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness’ obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as hereby amended by, or executed and/or delivered in connection with, this Amendmentand restated, as the each of the foregoing further same may be further amended, modified, supplemented and/or or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of Agreement and the Loan Documents executed in connection herewith is Note Purchase Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto and to reaffirm the Note Purchase Agreement to reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateralcollateral contemplated thereby and hereby. Borrower The Credit Parties acknowledge and each other Credit Party acknowledges and confirms confirm that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Secured Obligations” as used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness’ obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated by the Note Purchase Agreement and hereby, as the each of the foregoing further same may be further amended, modified, supplemented and/or or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.Agreement. 105

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateraltherein. Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Administrative Agent and the Lenders or any Lender with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders Administrative Agent and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower under this Agreement, and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section numbers in the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateralcollateral contemplated thereby and hereby. Borrower The Credit Parties acknowledge and each other Credit Party acknowledges and confirms confirm that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “"Secured Obligations” as " used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness' obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further same may be further amended, modified, supplemented and/or or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Amendment.Agreement. Cross-references in the Loan Documents to particular section or subsection numbers in the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement. 131

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of Agreement and the Loan Documents executed in connection herewith is Credit Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto and to reaffirm the Credit Agreement to reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateralcollateral contemplated thereby and hereby. Borrower The Credit Parties acknowledge and each other Credit Party acknowledges and confirms confirm that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Note Purchase Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties Noteholders under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Secured Obligations” as used in certain of the Loan Note Purchase Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness’ obligations, liabilities and obligations of indebtedness hereunder and under the Borrower Existing Credit Agreement, as amended and the other Credit Parties under restated by the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this Amendmenthereby, as the each of the foregoing further same may be further amended, modified, supplemented and/or or restated from time to time. The Loan Note Purchase Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement.

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations under the Original Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. The Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower to the Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders Agent and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties under the Notes to be delivered hereunder, and under the Original Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Fourth Amendment nor any of the Loan Subordinated Debentures Documents executed in connection herewith is intended to or shall serve to effect a novation of the Obligations under the Credit Loan Agreement and the other Loan Subordinated Debentures Documents. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Credit Loan Agreement which is evidenced by the Credit Loan Agreement, as amended hereby, and the notes, if any, provided for therein and secured by the Collateraltherein. Borrower and each other Credit Each Loan Agreement Party acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Credit Loan Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Credit Agreement, as amended hereby, and the other Loan Subordinated Debentures Documents and that the term “Obligations” as used in the Loan Subordinated Debentures Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower Loan Agreement Parties and/or the other Credit Parties to the Agent, the Lenders and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower Loan Agreement Parties and the other Credit Parties under the Credit Loan Agreement and the other Loan Subordinated Debentures Documents, in each case, as amended by, or executed and/or delivered in connection with, this Fourth Amendment, as the each of the foregoing further may be amended, modified, supplemented and/or restated from time to time. The Loan Subordinated Debentures Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Fourth Amendment.

Continued Effectiveness; No Novation. Anything contained herein to the contrary notwithstanding, neither this Amendment nor any of the Loan Documents executed in connection herewith Agreement is not intended to or and shall not serve to effect a novation of the Obligations “Obligations” under the Original Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement which is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the CollateralCollateral and continues as “Obligations” under this Agreement. The Borrower and each other Credit Party acknowledges and confirms that it has no defense, set off, claim or counterclaim arising prior to the Restatement Effective Date against the Administrative Agent and the Lenders with regard to the indebtedness, liabilities and obligations created under the Original Credit Agreement and the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of the Borrower to the Administrative Agent and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Original Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower and/or the other Credit Parties to the Agent, the Lenders Administrative Agent and the other Secured PartiesLenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower and the other Credit Parties under the Credit Agreement and the other Loan Documents, in each case, as amended by, or executed and/or delivered in connection with, this AmendmentAgreement, as the each of the foregoing further same may be amended, restated, supplemented or otherwise modified, supplemented and/or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, instruments and documents executed and/or or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentSection 10.25. All references in the Loan Documents to the “Obligations” of the Borrower and its Subsidiaries owing from time to time and at any time to the Administrative Agent and the Lenders shall be deemed to refer to, without limitation, the “Obligations” of the Borrower under, pursuant to and as defined in this Agreement. All references in the Loan Documents to the “Credit Agreement” shall be deemed to refer to this Agreement. All references in the Loan Documents to the “Loan Documents” shall be deemed to refer to the “Loan Documents” as defined herein. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. This Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. GRANITE CITY FOOD & BREWERY LTD., a Minnesota corporation By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Chief Financial Officer Amended and Restated Credit Agreement “Lenders” FIFTH THIRD BANK, an Ohio banking corporation, as a Lender, as L/C Issuer, and as Administrative Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Amended and Restated Credit Agreement Exhibit A NOTICE OF PAYMENT REQUEST [Date] [Name of Lender] [Address] Attention: Reference is made to the Amended and Restated Credit Agreement, dated as of May 31, 2013, among GRANITE CITY FOOD & BREWERY LTD., a Minnesota corporation, the Lenders party thereto, and Fifth Third Bank, an Ohio Banking corporation, as Administrative Agent (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $ . Your Line of Credit Percentage of the unpaid Reimbursement Obligation is $ ] or [ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $ . Your Line of Credit Percentage of the returned Reimbursement Obligation is $ .] Very truly yours, FIFTH THIRD BANK, as L/C Issuer By Name Title Exhibit B NOTICE OF BORROWING Date: , To: Fifth Third Bank, an Ohio banking corporation, as Administrative Agent for the Lenders parties to the Amended and Restated Credit Agreement dated as of May 31, 2013 (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GRANITE CITY FOOD & BREWERY LTD. a Minnesota corporation, certain Lenders which are signatories thereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent Ladies and Gentlemen: The undersigned, GRANITE CITY FOOD & BREWERY LTD., a Minnesota corporation (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 2.5 of the Credit Agreement, of the Borrowing specified below:

Continued Effectiveness; No Novation. Anything Notwithstanding anything contained herein to herein, the contrary notwithstanding, neither terms of this Amendment nor any of the Loan Documents executed in connection herewith is Agreement are not intended to or shall and do not serve to effect a novation of the Obligations obligations, liabilities or indebtedness of the Credit Parties under the Existing Credit Agreement and the other Loan DocumentsAgreement. Instead, it is the express intention of the parties hereto to reaffirm reaffirm, amend and restate the obligations, liabilities and indebtedness created under or otherwise evidenced by the Existing Credit Agreement which that is evidenced by the Credit Agreement, as amended hereby, the notes, if any, notes provided for therein and secured by the Collateral. Borrower collateral contemplated thereby and each other Credit Party acknowledges and confirms hereby (it being understood that it has no defense, set off, claim or counterclaim against was the Agent and intention of the Lenders with regard parties to the indebtednessExisting Credit Agreement to reaffirm, amend and restate the obligations, liabilities and obligations indebtedness created under or otherwise evidenced by the Original Credit Agreement that is evidenced by the notes provided for therein and secured by the collateral contemplated thereby). The Credit Parties acknowledge and confirm that the liens and security interests granted pursuant to the Loan Documents secure the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and the other Credit Parties to the Agent, the Lenders and other Secured Parties under the Existing Credit Agreement, as amended and restated hereby, and the other Loan Documents and that the term “Secured Obligations” as used in certain of the Loan Documents (or any other term used therein herein to describe or refer to the indebtednessobligations, liabilities and obligations indebtedness of the Borrower and/or the other Credit Parties Parties) describes and refers to the Agent, the Lenders and the other Secured Credit Parties) includes, without limitation, the indebtedness’ obligations, liabilities and obligations of the Borrower indebtedness hereunder and the other Credit Parties under the Existing Credit Agreement and the other Loan Documents, in each caseAgreement, as amended by, or executed and/or delivered in connection with, this Amendmentand restated hereby, as the each of the foregoing further may be same had been amended, modified, supplemented and/or or restated prior to the date hereof and as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents (other than the Credit Agreement, which is amended in its entirety pursuant hereto) and all agreements, documents and instruments executed and documents executed and/or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this AmendmentAgreement. Cross-references in the Loan Documents to particular section or subsection numbers in the Original Credit Agreement or the Existing Credit Agreement shall be deemed to be cross-references to the corresponding sections or subsections, as applicable, of this Agreement.