Common use of Restatement Clause in Contracts

Restatement. (i) Except as otherwise stated in Section 15.150 hereof and this Section 15.15(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documents, except that nothing herein or in the Other Documents shall impair or adversely affect the continuation of the liability of Borrower for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower to Agent, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and the Obligations (as defined in the Existing Agreements) of Borrower evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent, for the ratable benefit of the Lenders, securing such indebtedness and the Obligations (as defined in the Existing Agreements), which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lenders. (ii) The principal amount of the Advances (as defined in the Existing Agreements) and the amount of the Letters of Credit (as defined in the Existing Agreements) outstanding as of the date hereof under the Existing Agreements shall be allocated to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.

Restatement. (i) Except as otherwise stated in Section 15.150 9.22(b) hereof and this Section 15.15(d9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are hereby simultaneously amended and restated in their entiretyentirety (excluding the Schedules prepared as of the Fifth Restated Closing Date, which shall be superseded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower the Loan Parties for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or or assigned by Borrower the Loan Parties to Agentany Agent or any Lender (whether directly, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and Obligations of the Obligations (as defined in the Existing Agreements) of Borrower Loan Parties evidenced by or arising under the Existing AgreementsCredit Agreement, and the liens Liens and security interests of each Agent, for the ratable benefit of the Lenders, securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the ratable benefit of themselves and the Lenders. (iiiii) The principal amount All loans, advances and other financial accommodations under the Existing Credit Agreement and all other Obligations of the Advances (as defined in Loan Parties to the Existing Agreements) Agents, and the amount of the Letters of Credit (as defined in the Existing Agreements) Lenders outstanding and unpaid as of the date hereof under pursuant to the Existing Agreements Credit Agreement or otherwise shall be allocated deemed Obligations of the Loan Parties pursuant to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determineterms hereto.

Restatement. (ia) Except as otherwise stated in Section 15.150 11.2 hereof and this Section 15.15(d)11.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Financing Agreements, except that EXCEPT THAT nothing herein or in the Other Documents other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower Borrowers for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens liens, and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by each Borrower to Agent, for the ratable benefit Lender (whether directly to Lender or to Lender as assignee of the Lenders, which on and after Existing Lender under the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. Assignment Agreement or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, the liabilities, and indebtedness and the Obligations (as defined in the Existing Agreements) of Borrower Borrowers evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent, for the ratable benefit of the Lenders, securing interests securing such indebtedness other obligations, liabilities and the Obligations (as defined in the Existing Agreements)indebtedness, which shall not in any manner be impaired, limited, terminated, waived waived, or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lenders. (iic) The principal amount of the Advances (as defined in All loans, advances and other financial accommodations under the Existing Agreements) Agreements and the amount all other Obligations of the Letters of Credit (as defined in the Existing Agreements) Borrowers to Lender outstanding and unpaid as of the date hereof under pursuant to the Existing Agreements or otherwise shall be allocated deemed Obligations of Borrowers pursuant to the Revolving Advances terms hereof, and Letters of Credit hereunder in such manner shall constitute and in such amounts as Agent shall determinebe deemed Loans hereunder.

Restatement. (ia) Except as otherwise stated in Section 15.150 14.1 hereof and this Section 15.15(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Financing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Financing Agreements, except that nothing herein or in the Other Documents other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower Borrowers and Obligors for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower to Agent, for the ratable benefit of the Lenders, which on Agent and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness Indebtedness and the Obligations (as defined in the Existing Agreements) other obligations and liabilities of Borrower Borrowers and Obligors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Agent, for the ratable benefit of the Lenders, securing such indebtedness Indebtedness and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lenders. (iib) The principal amount of the Advances (as defined in the Existing Agreements) Revolving Loans and the amount of the Letters of Credit (as defined in the Existing Agreements) outstanding as of the date hereof under the Existing Financing Agreements shall be allocated to the Revolving Advances Loans and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.determine based upon the Commitments. 128

Restatement. (i) Except as otherwise stated in Section 15.150 9.22(b) hereof and this Section 15.15(d9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original Credit Agreement are hereby simultaneously amended and restated in their entiretyentirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superseded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower the Loan Parties for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or or assigned by Borrower the Loan Parties to Agenteither Agent or any Lender (whether directly, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and Obligations of the Obligations (as defined in the Existing Agreements) of Borrower Loan Parties evidenced by or arising under the Existing AgreementsOriginal Credit Agreement, and the liens Liens and security interests of each Agent, for the ratable benefit of the Lenders, securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the ratable benefit of themselves and the Lenders. (iiiii) The principal amount All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Advances (as defined in Loan Parties to the Existing Agreements) Agents, and the amount of the Letters of Credit (as defined in the Existing Agreements) Lenders outstanding and unpaid as of the date hereof under pursuant to the Existing Agreements Original Credit Agreement or otherwise shall be allocated deemed Obligations of the Loan Parties pursuant to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determineterms hereto.

Restatement. (ia) Except as otherwise stated in Section 15.150 14.2 hereof and this Section 15.15(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Financing Agreements, except that nothing herein or in the Other Documents other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower Borrowers and Guarantors for the Obligations (as defined in Existing Loans and the Existing Agreements) heretofore incurred Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto and the security interests, liens liens, hypothecs and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower Borrowers or Guarantors to AgentExisting Lender, for the ratable benefit of the LendersAgent or any other Secured Party (whether directly, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and the Obligations (as defined in Existing Loans, the Existing Agreements) Letters of Borrower evidenced by or arising under the Existing AgreementsCredit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security interests of Agent, for the ratable benefit of the Lenders, securing such indebtedness obligations and the Obligations (as defined in the Existing Agreements)liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, Agent for the ratable benefit of the Lendersitself and Secured Parties. (iic) All of the Existing Loans, the Existing Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto shall be deemed Obligations of Borrowers and Guarantors pursuant to the terms hereof. The principal amount of the Advances (as defined in the Existing Agreements) Loans and the amount of the Existing Letters of Credit (as defined in the Existing Agreements) outstanding as of the date hereof under the Existing Agreements shall be allocated to the Revolving Advances Loans and Letters of Credit hereunder in such manner and in such amounts as Agent shall determinedetermine in accordance with the terms hereof.

Restatement. (ia) Except as otherwise stated in Section 15.150 2.2 hereof and this Section 15.15(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other DocumentsAgreement, except that nothing herein or in the Other Documents ------ ---- other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower to Agent, for itself and the benefit of Lender (whether directly to Agent, for itself and the benefit of Lender, or to Agent, for itself and the ratable benefit of the LendersLender, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit as assignee of the Lenders. Lender or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, the liabilities and indebtedness and the Obligations (as defined in the Existing Agreements) of Borrower evidenced by or arising under the Existing Agreements, and the liens and security interests of Agent, for the ratable benefit of the Lenders, securing such indebtedness other obligations, liabilities and the Obligations (as defined in the Existing Agreements)indebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lenders. (iic) The principal amount of the Advances (as defined in All loans, advances and other financial accommodations under the Existing Agreements) Agreements and the amount all other Obligations of the Letters of Credit (as defined in the Existing Agreements) Borrower to Lender outstanding and unpaid as of the date hereof pursuant to the Existing Agreements or otherwise shall be deemed Obligations of Borrower pursuant to the terms hereof, and shall constitute and be deemed Loans to Borrower hereunder to the same extent and in the same amount as such Obligations were deemed to be under the Existing Agreements shall be allocated to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determineAgreements.

Restatement. (i) Except as otherwise stated in Section 15.150 9.22(b) hereof and this Section 15.15(d9.22(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are hereby simultaneously amended and restated in their entiretyentirety (excluding the Schedules prepared as of the Sixth Restated Closing Date, which shall be superseded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower the Loan Parties for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or or assigned by Borrower the Loan Parties to Agentany Agent or any Lender (whether directly, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and Obligations of the Obligations (as defined in the Existing Agreements) of Borrower Loan Parties evidenced by or arising under the Existing AgreementsCredit Agreement, and the liens Liens and security interests of each Agent, for the ratable benefit of the Lenders, securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the ratable benefit of themselves and the Lenders. (iiiii) The principal amount All loans, advances and other financial accommodations under the Existing Credit Agreement and all other Obligations of the Advances (as defined in Loan Parties to the Existing Agreements) Agents, and the amount of the Letters of Credit (as defined in the Existing Agreements) Lenders outstanding and unpaid as of the date hereof under pursuant to the Existing Agreements Credit Agreement or otherwise shall be allocated deemed Obligations of the Loan Parties pursuant to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determineterms hereto.

Restatement. (i) Except as otherwise stated in Section 15.150 hereof and this Section 15.15(d), as 13.1 As of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan and Security Agreement are hereby simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Loan Documents executed or delivered on the Effective Date, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower any Co-Borrowers for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or or assigned by Borrower any Co-Borrowers to Agent, for the ratable benefit Lenders and/or the Collateral Agent (or any predecessor of the Lenders, which on and after the date hereof shall be deemed to have been granted to Collateral Agent, for the ratable benefit of the Lenders. ). 13.2 The amendment and restatement of the Existing Loan and Security Agreement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and the Obligations (as defined in the Existing Agreements) of any Co-Borrower evidenced by or arising under any of the Existing AgreementsLoan Documents existing prior to the date hereof, and the liens and security interests of Agent, for the ratable benefit Lenders or the Collateral Agent (or any predecessor of the Lenders, Collateral Agent) securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit Lenders and/or the Collateral Agent (or any predecessor of the LendersCollateral Agent). (ii) The principal amount 13.3 All loans, advances and other financial accommodations under any of the Advances (as defined in the Existing Agreements) Loan and the amount Security Agreement or any of the Letters other Loan Documents existing prior to the date hereof and all other Obligations to the Lenders and/or the Collateral Agent (or any predecessor of Credit the Collateral Agent) which are outstanding and unpaid (as defined in and are not otherwise converted into Equity Interest of the Existing Agreements) outstanding Parent as of the Effective Date) pursuant to the Existing Loan and Security Agreement or any of the other Loan Documents existing prior to the date hereof under the Existing Agreements or otherwise shall be allocated deemed Obligations of the Borrower pursuant to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determineterms hereof.

Restatement. (ia) Except as otherwise stated in Section 15.150 14.2 hereof and this Section 15.15(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement are hereby simultaneously amended and restated in their entirety, and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Financing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the Other Documents other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens Liens and other interests in the Collateral (as defined in the Existing Agreements) collateral heretofore granted, pledged and/or assigned by Borrower to Agent, for the ratable benefit Original Lender, any Lender, any Secured Party or any of the Lenderstheir respective Affiliates (whether directly, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations and other obligations, liabilities and indebtedness and the Obligations (as defined in the Existing Agreements) of Borrower evidenced by or arising under the Existing AgreementsLoan Agreement, and the liens and security interests Liens of Agent, for the ratable benefit on behalf of the Lendersitself and Secured Parties, securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations, liabilities and indebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lendersitself and Secured Parties. (iic) All loans, advances and other financial accommodations under the Existing Loan Agreement and all other obligations, liabilities and indebtedness of Borrower to Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Loan Agreement or otherwise shall be deemed Obligations of Borrower pursuant to the terms hereof. The principal amount of the Advances (as defined in the Existing Agreements) Loans and the amount of the Letters of Credit (as defined in the Existing Agreements) Accommodations outstanding as of the date hereof under the Existing Agreements Loan Agreement shall be allocated to the Revolving Advances Loans and Letters Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determinedetermine in accordance with the terms hereof.

Restatement. (i) Except as otherwise stated in Section 15.150 16.17(b) hereof and this Section 15.15(d16.17(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Documents are hereby simultaneously amended and restated in their entiretyentirety (excluding the schedules prepared as of the Closing Date, which shall be superseded by the schedules delivered on and after the ​ Closing Date), and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower the Borrowers for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or or assigned by Borrower the Borrowers to Agentthe Agent or any Lender (whether directly, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and Obligations of the Obligations (as defined in the Existing Agreements) of Borrower Borrowers evidenced by or arising under any of the Existing AgreementsLoan Documents, and the liens Liens and security interests of Agent, for the ratable benefit of Agent and the Lenders, Lenders securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the LendersLender. (iiiii) The principal amount All loans, advances and other financial accommodations under any of the Advances (as defined in Existing Loan Documents and all other Obligations of the Existing Agreements) Borrowers to the Agent and the amount of the Letters of Credit (as defined in the Existing Agreements) Lenders outstanding and unpaid as of the date hereof under pursuant to the Existing Agreements Loan Documents or otherwise shall be allocated deemed Obligations of the Borrowers pursuant to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determineterms hereto.

Restatement. (ia) Except as otherwise stated in Section 15.150 14.1 hereof and this Section 15.15(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Loan Agreement, the Second Amended and Restated Guarantee, dated July 28, 2005, by the Guarantors parties thereto in favor of Agent and Lenders, and the Amended and Restated General Security Agreement, dated January 29, 2004, by the Guarantors parties thereto in favor of Agent and Lenders are hereby amended and restated in their entiretyentirety on the date hereof, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Financing Agreements, except that nothing herein or in the Other Documents other Financing Agreements shall impair or adversely affect the continuation of the liability of Borrower Obligors for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower to Agent, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the LendersObligations. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness Indebtedness and the Obligations (as defined in the Existing Agreements) other obligations and liabilities of Borrower Obligors evidenced by or arising under the Existing Financing Agreements, and the liens and security interests of Agent, for the ratable benefit of the Lenders, securing such indebtedness Indebtedness and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, released except for the ratable benefit termination and release of the Lendersany Liens and security interests of Agent in and to any Excluded Property. (iib) The principal amount of the Advances (as defined in the Existing Agreements) Revolving Loans and the amount of the Letters of Credit (as defined in the Existing Agreements) outstanding as of the date hereof under the Existing Financing Agreements shall be allocated to the Revolving Advances Loans and Letters of Credit hereunder in such manner and in such amounts as Agent shall determinedetermine based upon the Commitments.

Restatement. (ia) Except as otherwise stated in Section 15.150 hereof and this Section 15.15(d), as As of the date hereofRestatement Effective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Original Loan Documents are hereby simultaneously amended and restated in their entiretyentirety (including the schedules delivered prior to the Restatement Effective Date, which shall be superseded by the schedules delivered on and after the Restatement Effective Date), and as so amended and restated, replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other Documentsother Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower each Loan Party for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or or assigned by Borrower each Loan Party to AgentAdministrative Agent (whether directly, for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Agent, for the ratable benefit of the Lenders. indirectly or otherwise). (b) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and the Obligations (as defined in the Existing Agreements) of Borrower and each other Loan Party evidenced by or arising under any of the Existing AgreementsOriginal Loan Documents, and the liens Liens and security interests of Agent, Agent for the ratable benefit of the Lenders, Lenders securing such indebtedness Obligations and the Obligations (as defined in the Existing Agreements)other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lenders. (iic) The principal amount All loans, advances and other financial accommodations under any of the Advances (as defined in the Existing Agreements) Original Loan Documents and all other Obligations of Borrower and each other Loan Party to Agent and the amount of the Letters of Credit (as defined in the Existing Agreements) Lenders outstanding and unpaid as of the date hereof under pursuant to the Existing Agreements Original Loan Documents or otherwise shall be allocated deemed Obligations of Borrower and each other Loan Party pursuant to the Revolving Advances terms hereto. The parties hereto have caused this Agreement to be duly executed and Letters delivered by their duly authorized officers as of the date first set forth above. A-MARK PRECIOUS METALS, INC., as Borrower /s/ By: Name: Title: ▇▇ ▇▇▇▇▇▇▇, INC., as a Guarantor /s/ By: Name: Title: COLLATERAL FINANCE CORPORATION, as a Guarantor /s/ By: Name: Title: TRANSCONTINENTAL DEPOSITORY SERVICES, LLC, as a Guarantor /s/ By: Name: Title: A-M GLOBAL LOGISTICS, LLC, as a Guarantor /s/ By: Name: Title: AM&ST ASSOCIATES, LLC, as a Guarantor /s/ By: Name: Title: GOLDLINE, INC., as a Guarantor /s/ By: Name: Title: AM IP ASSETS, LLC, as a Guarantor /s/ By: Name: Title: AM SERVICES, INC., as a Guarantor /s/ By: Name: Title: CFC ALTERNATIVE INVESTMENTS, LLC, as a Guarantor /s/ By: Name: Title: GOLD PRICE GROUP, as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇▇.▇▇▇, INC. as a Guarantor /s/ By: Name: Title: PROVIDENT METALS CORP, as a Guarantor /s/ By: Name: Title: BUY GOLD AND SILVER CORP. as a Guarantor /s/ By: Name: Title: MARKSMEN HOLDINGS, LLC as a Guarantor /s/ By: Name: Title: BX CORPORATION as a Guarantor /s/ By: Name: Title: PINEHURST COIN EXCHANGE, INC. as a Guarantor /s/ By: Name: Title: SPECTRUM GROUP INTERNATIONAL, LLC as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ AUCTIONS, LLC as a Guarantor /s/ By: Name: Title: SPECTRUM NUMISMATICS INTERNATIONAL, INC. as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇’▇-▇▇▇▇▇▇ NUMISMATICS, LLC as a Guarantor /s/ By: Name: Title: SBG FINANCE, LLC as a Guarantor /s/ By: Name: Title: SGI SUB, INC. as a Guarantor /s/ By: Name: Title: AMS HOLDING, LLC as a Guarantor /s/ By: Name: Title: ASSET MARKETING SERVICES, LLC as a Guarantor /s/ By: Name: Title: AM/AMS HOLDING, LLC as a Guarantor /s/ By: Name: Title: AM LPM SINGAPORE PTE. LTD. as a Guarantor /s/ By: Name: Title: AM PRECIOUS METALS SINGAPORE PTE. LTD. as a Guarantor /s/ By: Name: Title: CFC CANADA INC. as a Guarantor /s/ By: Name: Title: CIBC BANK USA, as Agent, as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and as a Lender /s/ By: Name: Title: /s/ By: Name: Title: CIBC Bank USA $90,000,000 21.301775148% Coöperatieve Rabobank U.A., New York Branch $45,000,000 10.650887574% Brown Brothers ▇▇▇▇▇▇▇▇ $40,000,000 9.467455621% Cal Bank & Trust $40,000,000 9.467455621% Natixis, New York Branch $40,000,000 9.467455621% Deutsche Bank AG, Amsterdam Branch $40,000,000 9.467455621% Industrial and Commercial Bank of China Limited, New York Branch $40,000,000 9.467455621% Sunwest Bank $30,000,000 7.100591716% BOKF, NA dba Bank of Oklahoma $30,000,000 7.100591716% HSBC $27,500,000 6.508875740% TOTALS $422,500,000 100% */ Carry out to nine decimal places. A-MARK PRECIOUS METALS, INC., as Borrower ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇ & ▇▇▇▇▇, LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ CIBC BANK USA, as Agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and a Lender CIBC Bank USA ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇.▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ CIBC Bank USA ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ LENDERS: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇)-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BOKF, NA dba BANK OF OKLAHOMA ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CALIFORNIA BANK & TRUST ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇, 1st Vice President BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇ Attn: PB Credit hereunder Admin HSBC ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ E New York, NY 10001 Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇ INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇.▇▇ DEUTSCHE BANK AG, AMSTERDAM BRANCH ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, 1101 HE Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ SUNWEST BANK ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ NATIXIS, NEW YORK BRANCH ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ EXHIBIT A FORM OF NOTE $__________________ Denver, Colorado The undersigned, for value received, promises to pay to the order of ______________ (the “Lender”) and its registered assigns at the principal office of CIBC Bank USA (the “Agent”) in Denver, Colorado the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such manner principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Amended and Restated Credit Agreement, dated as of August 21, 2025 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such amounts State. A-MARK PRECIOUS METALS, INC., as Borrower By: Name: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: CIBC Bank USA, as Agent shall determinePlease refer to the Amended and Restated Credit Agreement dated as of August 21, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among A-MARK PRECIOUS METALS, INC.(the “Borrower”), the various financial institutions party thereto, and CIBC Bank USA, as Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

Restatement. (i) Except as otherwise stated in Section 15.150 Sections 11.17(a), (b) and (c) hereof and this Section 15.15(d11.17(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreements Credit Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the Other DocumentsAgreement, except that nothing herein or in the Other other Loan Documents shall impair or adversely affect the continuation of the liability of Borrower the Company for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged and/or assigned by Borrower the Company to the Collateral Agent, for itself and for the ratable benefit of the Lenders, which on and after the date hereof shall be deemed to have been granted to Administrative Agent, for the ratable benefit of Banks and the Lenders. Bank Swap Parties. (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect ofof any of the obligations, liabilities and indebtedness of the indebtedness and the Obligations (as defined in the Existing Agreements) of Borrower Company evidenced by or arising under the Existing AgreementsLoan Documents, and the liens and security 116 interests of Agent, for the ratable benefit of the Lenders, securing such indebtedness other obligations, liabilities and the Obligations (as defined in the Existing Agreements)indebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Agent, for the ratable benefit of the Lenders. (iiiii) The principal amount All loans, advances and other financial accommodations under the Existing Loan Documents and all other Obligations of the Advances (as defined in Company to the Existing Agreements) Banks outstanding and the amount of the Letters of Credit (as defined in the Existing Agreements) outstanding unpaid as of the date hereof pursuant to the Existing Loan Documents or otherwise shall be deemed Obligations of the Company pursuant to the terms hereof, and shall constitute and be deemed Loans and L/C Obligations, as the case may be, to the Company hereunder to the same extent and in the same amount as such Obligations were deemed to be under the Existing Agreements shall be allocated to the Revolving Advances and Letters of Credit hereunder in such manner and in such amounts as Agent shall determine.Loan Documents. 117