Common use of Restatement Clause in Contracts

Restatement. (a) This Note amends and restates in its entirety that certain senior secured convertible note dated as of May 28, 2020 issued by the Corporation to the Holder (the “Original Secured Note”). (b) The amendment and restatement of the Original Secured Note shall be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documents.

Restatement. (a) This Note amends On the Second Restatement Closing Date, the Existing Credit Agreement shall be amended, restated and restates superseded in its entirety entirety. The parties hereto acknowledge and agree that certain senior secured convertible note dated (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as of May 28, 2020 issued by defined in the Corporation Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Holder Second Restatement Closing Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens granted under the Existing Credit Agreement and each other collateral document pursuant to which all or any of the “Original Secured Note”)Obligations” are secured are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Existing Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. (b) The Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article I hereof. (c) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Original Secured Note Existing Credit Agreement pursuant to this Agreement. (d) On and after the Second Restatement Closing Date, (i) each reference in the Loan Documents to the “Credit Agreement”, “Loan Agreement”, “thereunder”, “thereof” or similar words referring to the Existing Credit Agreement shall mean and be effective as of the date of a reference to this Note. All obligations and rights of the Corporation Agreement or the Holder arising out of or relating relevant Collateral Document, as the case may be, and (ii) each reference in the Loan Documents to the period commencing on the date hereof a “Note” shall mean and be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (a Note as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)this Agreement. (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documents.

Restatement. Borrower has heretofore been indebted to ----------- Lenders under the Original Agreement. Upon the execution and delivery of this Agreement by each of the parties hereto: (a) This Note amends any loans made under the Original Agreement and restates in its entirety that certain senior secured convertible note dated outstanding as of May 28, 2020 issued by the Corporation to the Holder (the “Original Secured Note”). (b) The amendment and restatement of the Original Secured Note shall be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by deemed Loans made hereunder as of the date hereof and shall be deemed made under, and evidenced by, the Notes and subject to the terms and provisions of this Note; conditions hereof and thereof, (b) the obligations of and rights of the Company and the Holder "Base Rate Portion" (as defined in the Original Secured NoteAgreement) arising out of or relating to the period prior to the date hereof any such outstanding loan shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document Base Rate Portion hereunder, (c) each "Fixed Rate Portion" and related "Interest Period" (as defined in the Original Secured Note; Agreement) of any such documentsoutstanding loan shall carryover and continue as a Fixed Rate Portion hereunder, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective with an Interest Period ending on the date hereof an amendment last day of such related "Interest Period", and restatement in no event shall such carrying over and continuing of such Fixed Rate Portions (i) constitute a payment or prepayment of all or a portion of any "Fixed Rate Portion" or (ii) entitle any Lender to any reimbursement under Section 2.16 of the obligations Original Agreement or Section 2.16 hereof with respect thereto, (d) the Percentage Share of each Lender shall be as set forth in the definition to this Agreement, (e) all accrued and covenants of unpaid interest on the Corporation under such Transaction Documents (Loans and the Corporation hereby reaffirms all such obligations accrued and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding unpaid fees and expenses under the Original Secured Note or discharge or release Agreement shall be deemed to be outstanding under and governed by this Agreement, and (f) any party named as a "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement (an "Exiting Lender") shall cease to be a Lender and shall be released from its obligations under the Existing Agreement and this Agreement, and Borrower shall make such adjustments in the Loans, including the borrowing of additional Loans and the repayment of Loans under the Existing Agreement plus all applicable accrued interest, fees and expenses (including any costs under Article III of the Corporation or any Subsidiary pursuant Existing Agreement) as shall be necessary to the Existing Transaction Documents, the Liens granted repay in full all Exiting Lenders and to provide for Loans by each Lender in the Collateral pursuant to the Existing Transaction Documents or the priority amount of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed its new Percentage Share of all Loans as a substitution or novation of the obligations outstanding under date hereof. This Agreement amends and restates the Original Secured NoteAgreement in its entirety, and upon the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be takeneffectiveness hereto, all actions terms and to do, or cause to be done, all things necessary or desirable, as determined by provisions hereof shall supersede the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note terms and under the other Transaction Documentsprovisions thereof.

Restatement. (a) This Note amends As of the date hereof, the terms, conditions, agreements, covenants, representations and restates warranties set forth in its entirety that certain senior secured convertible note dated the Existing Credit Agreement are hereby amended and restated in their entirety, and (i) as of May 28so amended and restated, 2020 issued replaced and superseded, by the Corporation terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Credit Documents, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the Holder terms of this Agreement and the other Credit Documents) and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the “Original Secured Note”terms of this Agreement and the other Loan Documents), and (ii) no action or omission by any Existing Credit Party in respect of the Existing Indebtedness Documents prior to the date hereof and no representation and warranty deemed made in respect of such Existing Loan Agreement pursuant to any request for Loans or Letters of Credit under the Existing Credit Agreement by any of the Existing Loan Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the exercise of any remedies under this Agreement after the date hereof. (b) The amendment and restatement of the Original Secured Note contained herein shall not, in any manner, be effective as of the date of this Note. All obligations and rights of the Corporation construed to constitute payment of, or the Holder arising out of impair, limit, cancel or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of extinguish, or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documentsrespect of, the “Existing Transaction Documents”) executed Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or delivered in connection therewithreleased, but shall constitute effective on the date hereof an amendment continue in full force and restatement effect in favor of the obligations and covenants of the Corporation under such Transaction Documents (Agent, for itself and the Corporation benefit of Lenders (as amended and restated hereby reaffirms and which are in all such obligations respects subject to the terms of this Agreement and covenants, as hereby amendedthe other Credit Documents). (c) This Note does not extinguish All of the obligations for Loans, the payment Letters of money outstanding Credit and all accrued and unpaid interest thereon and fees with respect thereto under the Original Secured Note or discharge or release Existing Agreements shall be deemed Obligations of Borrowers and Guarantors pursuant to and expressly subject to the obligations terms hereof. The principal amount of the Corporation or any Subsidiary pursuant Loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Indebtedness Documents shall be allocated to the Existing Transaction Documents, Loans and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine in accordance with the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documentsterms hereof.

Restatement. (a) This As of the Effective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Note amends Purchase and restates Security Agreement are hereby amended and restated in its entirety that certain senior secured convertible note dated their entirety, and as of May 28so amended and restated, 2020 issued replaced and superseded, by the Corporation terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement; except, that, nothing herein or in the other Noteholder Documents shall impair or adversely affect the continuation of the liability of the Guarantors for the Obligations and the continuation of Noteholder’s Liens on the Collateral heretofore granted, pledged and /or assigned pursuant to the Holder (Existing Note Purchase and Security Agreement and the “Original Secured Note”). (b) other Noteholder Documents. The Guarantors hereby acknowledge, confirm and agree that Noteholder has and shall continue to have a Lien upon the Collateral heretofore granted to Noteholder pursuant to the Existing Note Purchase and Security Agreement, as well as any Collateral granted, confirmed, reaffirmed and restated under this Agreement. Noteholder’s Liens in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens, whether under the Existing Note Purchase and Security Agreement or any other Noteholder Documents. The amendment and restatement contained herein shall not, in and of the Original Secured Note shall itself, in any manner, be effective as of the date of this Note. All obligations and rights of the Corporation construed to constitute payment of, or the Holder arising out of impair, limit, cancel or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of extinguish, or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination in respect of, the indebtedness and other obligations and liabilities of the Corporation’s obligations Guarantors evidenced by or arising under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents Note Purchase and Security Agreement or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Noteholder Documents.

Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) This Note amends Each Loan Party, the Administrative Agent, and restates the Lenders hereby agree that upon the effectiveness of this Credit Agreement, the terms and provisions of the Existing Credit Agreement which in its any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety that certain senior secured convertible note dated as of May 28, 2020 issued by the Corporation to terms, conditions and provisions of this Credit Agreement, and the Holder (terms and provisions of the “Original Secured Note”)Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Credit Agreement. (b) The Notwithstanding this amendment and restatement of the Original Secured Note shall be effective as of the date of Existing Credit Agreement, including anything in this Note. All obligations §17.19, and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder in any related “Loan Documents” (as such term is defined in the Original Secured NoteExisting Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) arising out all of or relating to the period prior to indebtedness, liabilities and obligations owing by any Loan Party under the date hereof Existing Credit Agreement and other Prior Loan Documents shall continue to be governed by the Original Secured Note without giving effect to the amendment as Obligations hereunder and restatements provided for herein. This Note shall not constitute all indebtedness, liabilities and obligations of any Person other than a novation or termination of the Corporation’s obligations Loan Party under the Original Secured Note or Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Credit Agreement and the Notes and any other Transaction Loan Document (as defined herein) that is amended and restated in the Original Secured Note; such documentsconnection with this Credit Agreement is given as a substitution of, and not as a payment of, the “Existing Transaction Documents”) executed or delivered in connection therewithindebtedness, but shall constitute effective on the date hereof an amendment liabilities and restatement obligations of the obligations Loan Parties under the Existing Credit Agreement or any Prior Loan Document and covenants neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Corporation under such Transaction Existing Credit Agreement or any of the other Prior Loan Documents (or any obligations thereunder. Upon the effectiveness of this Credit Agreement, all Loans owing by the Borrowers and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Existing Letters of the Corporation or any Subsidiary pursuant to Credit shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Transaction Documents, Credit Agreement shall accrue interest at the Liens granted in Base Rate hereunder and the Collateral pursuant to parties hereto agree that the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations Interest Periods for all LIBOR Rate Loans outstanding under the Original Secured Note, Existing Credit Agreement on the other Existing Transaction Documents or instruments securing the same, which Effective Date shall remain in full force effect without renewal, interruption or extension as LIBOR Rate Loans under this Credit Agreement and effectaccrue interest at the LIBOR Rate hereunder; provided, except as expressly modified herebythat on and after the Effective Date, by the Reaffirmation Documents Applicable Margin applicable to any Loan or by another Transaction Document. Nothing expressed or implied in this Note Letter of Credit hereunder shall be construed as a release or other discharge set forth in the definition of the Corporation or Applicable Rate in §1.1, without regard to any other Subsidiary from any of its obligations or liabilities margin applicable thereto under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant Credit Agreement prior to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction DocumentsEffective Date.

Restatement. (a) This Note amends All loans and restates advances to Borrower outstanding under the Existing Loan Agreement immediately prior to the effectiveness hereof, other than the principal balances of the Term Loans (as defined in its entirety that certain senior secured convertible note dated as of May 28the Existing Loan Agreement) which are to be repaid in full concurrently herewith, 2020 issued shall be deemed outstanding Revolving Loans, and such Revolving Loans, together with all accrued interest, fees, charges and expenses under the Existing Loan Agreement, shall in all respects be deemed Obligations hereunder and shall be subject to and governed by the Corporation terms hereof and of the other Financing Agreements and, subject to Section 2.4(d) hereof, shall no longer be subject to or governed by the Holder (the “Original Secured Note”)Existing Loan Agreement, which is being amended and restated by this Agreement. (b) The All letters of credit, acceptances, merchandise purchase or other guarantees issued or opened by Lender under the Existing Loan Agreement or with respect to which Lender has, pursuant to the Existing Loan Agreement, indemnified the issuer or guaranteed to the issuer the performance by Borrower of its obligations to such issuer, shall, to the extent the same are outstanding immediately prior to the effectiveness hereof, be deemed Letter of Credit Accommodations to Borrower hereunder and shall be subject to and governed by the terms hereof and of the other Financing Agreements, and, subject to Section 2.4(d) hereof, shall no longer be subject to or governed by the Existing Loan Agreement, which is being amended and restated by this Agreement. (c) Pursuant to the Existing Loan Agreement (and as defined therein), Lender has previously made "Term Loans" to Borrower in the aggregate original principal amount of $9,840,000 comprised of the "Initial Term Loans" in the aggregate original principal amount of $9,000,000, and an "Additional Equipment Term Loan" in the original principal amount of $840,000. Such Term Loans have an aggregate outstanding principal balance of $8,336,190.53 as of the date hereof and such balance shall be repaid, concurrently herewith, out of the proceeds of the issuance of the Senior Notes, as provided herein. Interest accrued on such balance shall be charged to the Revolving Loan account of Borrower as of October 31, 1997. (d) Notwithstanding the amendment and restatement of the Original Secured Note Existing Loan Agreement pursuant to this Agreement, and except as expressly provided in Sections 5.2 and 5.3 hereof, nothing contained in this Agreement or any other Financing Agreements executed and delivered in connection herewith shall be effective as of extinguish, impair or limit the date of this Note. All obligations liens, security interests, assignments, pledges and rights of the Corporation setoff in or the Holder arising out of or relating with respect to the period commencing on the date hereof shall be governed existing and future property of Borrower and TFCC granted to or held by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended). (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary Lender pursuant to the Existing Transaction DocumentsFinancing Agreements or the perfection or priority thereof. In addition, the Liens granted in the Collateral pursuant to no right or remedy of Lender as against any third party under any of the Existing Transaction Documents or the priority Financing Agreements, and no obligation of any mortgageBorrower or Obligor to any third party or to Lender under any Existing Financing Agreement to which a third party is a signatory, pledgeshall be discharged, security agreement impaired or otherwise affected by the amendment and restatement contained in this Agreement or any other security therefor. Nothing herein contained shall be construed as Financing Agreement executed and delivered in connection herewith, and, accordingly, all Existing Financing Agreements to which a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as third party is a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents signatory shall continue in full force and effect. The Corporation hereby agrees Such Existing Financing Agreements to execute and deliver which a third party is a signatory include, without limitation, all intercreditor agreements, documents subordination agreements, landlord and instruments mortgagee waivers, bailee acknowledgment and to takenotification letters, or cause to be takenlockbox and blocked account agreements and insurance endorsements; provided, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to TFH Subordination Agreement is being terminated contemporaneously with the Existing Transaction Documents continue to secure the obligations arising under effectiveness of this Note and under the other Transaction DocumentsAgreement.

Restatement. (a) This Note amends As of the date hereof, the terms, conditions, agreements, covenants, representations and restates warranties set forth in its entirety that certain senior secured convertible note dated the Existing Credit Agreement are hereby amended and restated in their entirety, and (i) as of May 28so amended and restated, 2020 issued replaced and superseded, by the Corporation terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Credit Documents, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the Holder terms of this Agreement and the other Credit Documents) and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the “Original Secured Note”terms of this Agreement and the other Credit Documents), and (ii) no action or omission by any Existing Credit Party in respect of the Existing Indebtedness Documents prior to the date hereof and no representation and warranty deemed made in respect of such Existing Loan Agreement pursuant to any request for Loans or Letters of Credit under the Existing Credit Agreement by any of the Existing Credit Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the exercise of any remedies under this Agreement after the date hereof. (b) The amendment and restatement of the Original Secured Note contained herein shall not, in any manner, be effective as of the date of this Note. All obligations and rights of the Corporation construed to constitute payment of, or the Holder arising out of impair, limit, cancel or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of extinguish, or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documentsrespect of, the “Existing Transaction Documents”) executed Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or delivered in connection therewithreleased, but shall constitute effective on the date hereof an amendment continue in full force and restatement effect in favor of the obligations and covenants of the Corporation under such Transaction Documents (Agent, for itself and the Corporation benefit of Lenders (as amended and restated hereby reaffirms and which are in all such obligations respects subject to the terms of this Agreement and covenants, as hereby amendedthe other Credit Documents). (c) This Note does not extinguish All of the obligations for Loans, the payment Letters of money outstanding Credit and all accrued and unpaid interest thereon and fees with respect thereto under the Original Secured Note or discharge or release Existing Agreements shall be deemed Obligations of Borrowers and Guarantors pursuant to and expressly subject to the obligations terms hereof. The principal amount of the Corporation or any Subsidiary pursuant Loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Indebtedness Documents shall be allocated to the Existing Transaction Documents, Loans and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine in accordance with the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documentsterms hereof.

Restatement. (a) This Concurrently with the execution and delivery of this Agreement: (i) ORC, as survivor pursuant to the Merger, shall execute and deliver to Lender the Amended and Restated ORC Term Note amends and restates in its entirety that certain senior secured convertible note dated pursuant to Section 3.3(a) hereof, effective as of May 28the Effective Date, 2020 issued which note shall be deemed to evidence (A) the amendment and restatement of, but not the extinguishment of, the unpaid principal amount of the term loan previously evidenced by the Corporation Existing OMPC Term Note, which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 3.3(a) hereof and (ii) OMPC-NC shall execute and deliver to Lender the Holder Amended and Restated OMPC-NC Term Note pursuant to Section 3.3(b) hereof, effective as of the Effective Date, which note shall be deemed to evidence (A) the “Original Secured amendment and restatement of, but not the extinguishment of, the unpaid principal amount of the term loan previously evidenced by the Existing OMPC-NC Term Note”), which note shall be substituted for and replaced thereby, plus (B) additional Obligations in respect of the additional advance contemplated by Section 3.3(b) hereof. (b) The amendment Borrowers hereby acknowledge and restatement agree that (i) the Pre-Effective Date Obligations consisting of revolving loans previously made by Lender to OMPC, shall constitute and be deemed Revolving Loans under this Agreement to ORC, as survivor of the Original Secured Note Merger, and shall be effective debited to ORC's loan account(s) with Lender in such manner as Lender shall, in its sole discretion, determine and (ii) the Pre-Effective Date Obligations consisting of the date of revolving loans previously made by Lender to OMPC-NC, shall constitute and be deemed Revolving Loans to OMPC-NC under this Note. All obligations Agreement, and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (debited to OMPC-NC's loan account(s) with Lender in such manner as defined Lender shall, in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documentsits sole discretion, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)determine. (c) This Note does not extinguish The OMPC Financing Agreements are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded by, the obligations terms, conditions, agreements, covenants, representations, and warranties set forth in this Agreement and the other Financing Agreements, except that nothing herein or in the other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrowers for the payment of money outstanding under the Original Secured Note Pre-Effective Date Obligations or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted liens heretofore granted, pledged and/or assigned to Lender. Without limiting the foregoing, the amendment and restatement contained herein shall not, in the Collateral under and pursuant any manner, be construed to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to takeconstitute payment of, or cause to be takenimpair, all actions and to dolimit, cancel or extinguish, or cause to be doneconstitute a novation in respect of, all things necessary the Pre-Effective Date Obligations of Borrowers evidenced by or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note the OMPC Financing Agreements, or the liens and under the other Transaction Documentssecurity interests securing such Obligations and liabilities, none of which are in any manner being impaired, limited, terminated, waived or released hereby.

Restatement. (a) This Note amends On the Restatement Date, the Original Credit Agreement shall be amended and restates restated in its entirety that certain senior secured convertible note dated by this Agreement and the Original Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Company of the “Obligations” under and as defined in the Original Credit Agreement (whether or not such “Obligations” are contingent as of May 28, 2020 issued by the Corporation Restatement Date) and (ii) obligations of the Company to the Holder (extent such obligations would have survived the “termination of the Original Secured Note”)Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The amendment terms and restatement conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Original Secured Note shall be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations Obligations incurred under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)Credit Agreement. (c) This Note does not extinguish On and after the obligations for the payment of money outstanding under Restatement Date, (i) all references to the Original Secured Note Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or discharge or release the obligations subsection) of the Corporation or Original Credit Agreement in any Subsidiary pursuant Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the Existing Transaction Documentscorresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Liens granted in the Collateral pursuant Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or Original Credit Agreement as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other security therefor. Nothing amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein contained shall be construed as a substitution or novation in any other Loan Document, all terms and conditions of the obligations outstanding under the Original Secured Note, the other Existing Transaction Loans Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents effect unless otherwise specifically amended hereby or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Loan Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documents.

Restatement. (a) This Note amends As of the date hereof, the terms, conditions, agreements, covenants, representations and restates warranties set forth in its entirety that certain senior secured convertible note dated the Existing Credit Agreement are hereby amended and restated in their entirety, and (i) as of May 28so amended and restated, 2020 issued replaced and superseded, by the Corporation terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Credit Documents, except that nothing herein or in the other Credit Documents shall impair or adversely affect the continuation of the liability of Borrowers and Guarantors for the Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the Holder terms of this Agreement and the other Loan Documents) and the security interests, liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrowers or Guarantors to Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the “Original Secured Note”terms of this Agreement and the other Loan Documents), and (ii) no action or omission by any Existing Credit Party in respect of the Existing Indebtedness Documents prior to the date hereof and no representation and warranty deemed made in respect of such Existing Loan Agreement pursuant to any request for Loans or Letters of Credit under the Existing Credit Agreement by any of the Existing Loan Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the exercise of any remedies under this Agreement after the date hereof. (b) The amendment and restatement of the Original Secured Note contained herein shall not, in any manner, be effective as of the date of this Note. All obligations and rights of the Corporation construed to constitute payment of, or the Holder arising out of impair, limit, cancel or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of extinguish, or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documentsrespect of, the “Existing Transaction Documents”) executed Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or delivered in connection therewithreleased, but shall constitute effective on the date hereof an amendment continue in full force and restatement effect in favor of the obligations and covenants of the Corporation under such Transaction Documents (Agent, for itself and the Corporation benefit of Lenders (as amended and restated hereby reaffirms and which are in all such obligations respects subject to the terms of this Agreement and covenants, as hereby amendedthe other Credit Documents). (c) This Note does not extinguish All of the obligations for Loans, the payment Letters of money outstanding Credit and all accrued and unpaid interest thereon and fees with respect thereto under the Original Secured Note or discharge or release Existing Agreements shall be deemed Obligations of Borrowers and Guarantors pursuant to and expressly subject to the obligations terms hereof. The principal amount of the Corporation or any Subsidiary pursuant Loans and the amount of the Letters of Credit outstanding as of the date hereof under the Existing Indebtedness Documents shall be allocated to the Existing Transaction Documents, Loans and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine in accordance with the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documentsterms hereof.

Restatement. (a) This Note amends On the Restatement Date, the Amended and restates Restated Credit Agreement shall be amended and restated in its entirety that certain senior secured convertible note dated by this Agreement and the Amended and Restated Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Company of the “Obligations” under and as defined in the Amended and Restated Credit Agreement (whether or not such “Obligations” are contingent as of May 28, 2020 issued by the Corporation Restatement Date) and (ii) obligations of the Company to the Holder (extent such obligations would have survived the “termination of the Original Secured Note”)Credit Agreement in accordance with Section 9.8. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Amended and Restated Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. (b) The amendment terms and restatement conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Original Secured Note shall be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations Obligations incurred under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment Amended and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)Restated Credit Agreement. (c) This Note does not extinguish On and after the obligations for Restatement Date, (i) all references to the payment of money outstanding under Amended and Restated Credit Agreement in the Original Secured Note Loan Documents (other than this Agreement) shall be deemed to refer to the Amended and Restated Credit Agreement, as amended and restated hereby, (ii) all references to any section (or discharge or release the obligations subsection) of the Corporation or Amended and Restated Credit Agreement in any Subsidiary pursuant Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the Existing Transaction Documentscorresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Liens granted in the Collateral pursuant Restatement Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or Amended and Restated Credit Agreement as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other security therefor. Nothing amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein contained shall be construed as a substitution or novation in any other Loan Document, all terms and conditions of the obligations outstanding under the Original Secured Note, the other Existing Transaction Loans Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents effect unless otherwise specifically amended hereby or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Loan Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documents.

Restatement. (a) This Note amends On the First Amendment Effective Date, the Original Credit Agreement shall be amended and restates restated in its entirety that certain senior secured convertible note dated by this Agreement and the Original Credit Agreement shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Borrower of the “Obligations” under and as defined in the Original Credit Agreement (whether or not such “Obligations” are contingent as of May 28the First Amendment Effective Date), 2020 issued (ii) the representations and warranties made by Holdings and the Corporation Borrower prior to the Holder First Amendment Effective Date and (iii) any action or omission performed or required to be performed pursuant to the “Original Secured Note”Credit Agreement prior to the First Amendment Effective Date (including any failure, prior to the First Amendment Effective Date, to comply with the covenants contained in such Original Credit Agreement). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Original Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. Notwithstanding anything herein to the contrary, all interest accrued for any Loan prior to the effectiveness of the First Amendment shall accrue at the applicable rate per annum set forth in the Original Credit Agreement. (b) The amendment terms and restatement conditions of this Agreement and the Agents’ and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Original Secured Note shall be effective as of the date of this Note. All obligations and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations Obligations incurred under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment Credit Agreement and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)continuing hereunder. (c) This Note does not extinguish Holdings and the obligations for Borrower each reaffirm the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary Liens granted pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant Loan Documents to the Existing Transaction Documents or Administrative Agent for the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation benefit of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the sameLenders, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute effect during the term of this Agreement and deliver all agreements, documents any renewals thereof and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents shall continue to secure the obligations arising under Obligations. (d) On and after the First Amendment Effective Date, (i) all references to the Original Credit Agreement in the Loan Documents (other than this Note Agreement) shall be deemed to refer to the Original Credit Agreement, as amended and under restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the First Amendment Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Credit Agreement, as amended and restated hereby. (e) This amendment and restatement is limited as written and is not a consent to any other Transaction Documentsamendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. (f) Each Lender hereby further authorizes each of the Agents, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guarantors, the Collateral and the Security Documents and to execute any amendments, documents or instruments necessary to effect the amendments contemplated by this Agreement.

Restatement. (a) This Note amends On the Closing Date, the Original Credit Agreement shall be amended, restated and restates superseded in its entirety entirety. The parties hereto acknowledge and agree that certain senior secured convertible note dated (i) this Agreement, any Notes delivered pursuant hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the "Obligations" (as of May 28, 2020 issued by defined in the Corporation Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Holder Closing Date; (ii) such "Obligations" are in all respects continuing with only the “terms thereof being modified as provided in this Agreement; (iii) the Liens granted under the Original Secured Note”)Credit Agreement and each other collateral document pursuant to which all or any of the "Obligations" are secured are in all respects continuing and in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; and (iv) upon the effectiveness of this Agreement all loans and letters of credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be part of the Loans and Letters of Credit hereunder on the terms and conditions set forth in this Agreement. Without limitation of the foregoing, Borrower hereby fully and unconditionally ratifies and affirms all Collateral Documents and agrees that all collateral granted thereunder shall from and after the date hereof secure all Obligations hereunder. (b) The Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Original Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Original Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower's monetary obligations under the Original Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article I hereof. (c) All indemnification obligations of the Borrower pursuant to the Original Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Original Secured Note Credit Agreement pursuant to this Agreement. (d) On and after the Closing Date, (i) each reference in the Loan Documents to the "Credit Agreement", "Loan Agreement", "thereunder", "thereof" or similar words referring to the Original Credit Agreement shall mean and be effective as of the date of a reference to this Note. All obligations and rights of the Corporation Agreement or the Holder arising out of or relating relevant Collateral Document, as the case may be, and (ii) each reference in the Loan Documents to the period commencing on the date hereof a "Note" shall mean and be governed by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (a Note as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)this Agreement. (c) This Note does not extinguish the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant to the Existing Transaction Documents, the Liens granted in the Collateral pursuant to the Existing Transaction Documents or the priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Secured Note, the other Existing Transaction Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documents.

Restatement. (a) This Note amends On the Closing Date, that certain Pledge and restates Security Agreement, dated as of March 17, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Pledge and Security Agreement”) shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect, except that certain senior secured convertible note dated as of May 28the Grantors, 2020 issued the Collateral Agent and the Secured Parties agree that (i) Liens created under the Existing Pledge and Security Agreement shall continue to exist under and be evidenced by this Agreement, (ii) the Existing Pledge and Security Agreement shall continue to evidence the representations and warranties made by the Corporation Grantors prior to the Holder Closing Date, and (iii) the Existing Pledge and Security Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Pledge and Security Agreement prior to the Closing Date (including any failure, prior to the Closing Date, to comply with the covenants contained in the Existing Pledge and Security Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Original Secured Note”)Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the Closing Date. This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement. (b) The amendment terms and restatement conditions of this Agreement and the Collateral Agent’s and the Secured Parties’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the Original Secured Note shall be effective Obligations incurred under the Existing Credit Agreement as of the date of this Note. All obligations amended and rights of the Corporation or the Holder arising out of or relating to the period commencing on the date hereof shall be governed restated by the terms and provisions of this Note; the obligations of and rights of the Company and the Holder (as defined in the Original Secured Note) arising out of or relating to the period prior to the date hereof shall continue to be governed by the Original Secured Note without giving effect to the amendment and restatements provided for herein. This Note shall not constitute a novation or termination of the Corporation’s obligations under the Original Secured Note or any other Transaction Document (as defined in the Original Secured Note; such documents, the “Existing Transaction Documents”) executed or delivered in connection therewith, but shall constitute effective on the date hereof an amendment and restatement of the obligations and covenants of the Corporation under such Transaction Documents (and the Corporation hereby reaffirms all such obligations and covenants, as hereby amended)Credit Agreement. (c) This Note does not extinguish On and after the obligations for the payment of money outstanding under the Original Secured Note or discharge or release the obligations of the Corporation or any Subsidiary pursuant Closing Date, (i) all references to the Existing Transaction Documents, the Liens granted Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Collateral pursuant Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Transaction Documents Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the priority Existing Pledge and Security Agreement or in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of any mortgagethis Agreement and (iii) except as the context otherwise provides, pledgeon or after the Closing Date, security agreement or all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Existing Pledge and Security Agreement, as amended and restated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other security therefor. Nothing amendment, restatement or waiver, whether or not similar and, except as expressly provided herein contained shall be construed as a substitution or novation in any other Loan Document, all terms and conditions of the obligations outstanding under the Original Secured Note, the other Existing Transaction Loan Documents or instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby, by the Reaffirmation Documents effect unless specifically amended hereby or by another Transaction Document. Nothing expressed or implied in this Note shall be construed as a release or other discharge of the Corporation or any other Subsidiary from any of its obligations or liabilities under the Original Secured Note or any other Existing Transaction Loan Document. It is the intent of the parties that the security interests and Liens granted in the Collateral under and pursuant to the Existing Transaction Documents shall continue in full force and effect. The Corporation hereby agrees to execute and deliver all agreements, documents and instruments and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, as determined by the Holder, to ensure that the Liens pursuant to the Existing Transaction Documents continue to secure the obligations arising under this Note and under the other Transaction Documents.