Common use of Restatement Clause in Contracts

Restatement. (a) Except as otherwise stated in Section 13.2 and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Transaction Documents, except that nothing herein or in the other Transaction Documents shall impair or adversely affect the continuation of the liability of the Borrower for the Obligations or any Lien heretofore granted, pledged and/or assigned to the Collateral Agent for the benefit of the Secured Parties. 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 other obligations and liabilities of the Borrower evidenced by or arising under the Existing Loan and Security Agreement, and the Liens and security interests securing such Indebtedness and other obligations and liabilities, shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount of the “Advances” (as defined in the Existing Loan and Security Agreement) outstanding as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references to the “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security Agreement Financing Agreements are hereby amended and restated in their entirety, and as so amended and restated, are replaced and superseded, superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Transaction DocumentsFinancing Agreements, except that nothing herein or in and the other Transaction Documents Borrowers shall impair or adversely affect the continuation of the liability of the Borrower continue to be jointly and severally liable for the Obligations or any Lien heretofore granted, pledged and/or assigned (which obligations pursuant to the Collateral Agent for the benefit of the Secured PartiesExisting Financing Agreements shall be deemed incorporated into, a part of, and amended, restated and allocated as provided in Section 14.4(b) hereof). The amendment and restatement contained herein shall not, in any manner, be construed to constitute (i) payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, of the Indebtedness and other obligations and liabilities of the Borrower Borrowers evidenced by or arising under the Existing Loan Financing Agreements (all of which Indebtedness and Security Agreementother obligations and liabilities shall be deemed incorporated into, a part of, and amended, restated and allocated as provided in Section 14.4(b) hereof) or (ii) a release, termination or impairment of the Liens liens and security interests securing such Indebtedness and other obligations and liabilities, all of which liens and security interests shall not in any manner be impaired, limited, terminated, waived or releaseddeemed to secure the Obligations and shall be assigned to Agent for the benefit of Lenders. (b) The principal amount of the “Advances” revolving loans, the amount of the letters of credit (including all "Credits" as defined in the Existing Loan Financing Agreements) and Security Agreement) the principal amount of term loans outstanding as of the A&R Effective Date date hereof under the Existing Loan Financing Agreements as set forth in Section 14.1 above shall be deemed Loans, Letter of Credit Accommodations and Security Agreement shall constitute Advances hereunder. On the A&R Effective DateTerm Loans made under Sections 2.1, the Lenders shall make such purchases 2.2 and sales 2.3 of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references to the “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, respectively, in such amounts as the same may set forth in Section 14.1 above for revolving loans, letters of credit and term loans and shall be amended, amended and restated, supplemented or otherwise modified from time allocated Pro-Rata to timeLenders in accordance with their Commitment.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security 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 Transaction DocumentsFinancing Agreements, except that nothing herein or in the other Transaction Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the each Borrower or Guarantor for the Obligations or any Lien heretofore granted, pledged and/or assigned to the Collateral Agent for the benefit of the Secured Partiesor any Lender. 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 other obligations and liabilities of the each Borrower or Guarantor evidenced by or arising under the Existing Loan Agreement and Security Agreementthe other Existing Financing Agreements, and the Liens liens and security interests securing such Indebtedness and other obligations and liabilitiesliabilities granted by Borrowers and Guarantors in the Existing Loan Agreement and the other Existing Financing Agreements, which shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount of the “Advances” Loans and Letters of Credit Accommodations (as defined in including the Existing Loan and Security AgreementLetters of Credit) outstanding as of the A&R Effective Date date hereof under the Existing Loan and Security Agreement shall constitute Advances hereunder. On be allocated to the A&R Effective Date, Loans and Letter of Credit Accommodations hereunder according to the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Lenders’ Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references to the “Loan Shares and Security Agreement” in the Transaction Documents such manner and in such amounts as Agent shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to timedetermine.

Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Loan Parties, the Administrative Agent and the Lenders: (a) Except as otherwise stated in Section 13.2 Each Loan Party, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Section 13.4Credit Agreement, as the terms and provisions of the date hereofExisting Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditionsconditions or matters related to any thereof, agreements, covenants, representations shall be and warranties set forth in the Existing Loan and Security Agreement hereby are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, entirety by the terms, conditions, agreements, covenants, representations conditions and warranties set forth in provisions of this Agreement and the other Transaction Documents, except that nothing herein or in the other Transaction Documents shall impair or adversely affect the continuation of the liability of the Borrower for the Obligations or any Lien heretofore granted, pledged and/or assigned to the Collateral Agent for the benefit of the Secured Parties. 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 other obligations and liabilities of the Borrower evidenced by or arising under the Existing Loan and Security Credit Agreement, and the Liens terms and security interests securing such Indebtedness and other obligations and liabilitiesprovisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall not in any manner be impaired, limited, terminated, waived or releasedsuperseded by this Credit Agreement. (b) The principal amount Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this §17.19, and in any related “AdvancesLoan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan and Security AgreementDocuments”), (i) outstanding as all of the A&R Effective Date indebtedness, liabilities and obligations owing by any Loan Party under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder and Security all indebtedness, liabilities and obligations of any Person other than a Loan Party under the 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 Loan Document (as defined herein) that is amended and restated in connection with this Credit Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Loan Parties under the Existing Credit Agreement or any Prior Loan Document and 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 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 outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute Advances advances hereunder, and all Existing Letters of Credit shall continue as Letters of Credit hereunder. On Base Rate Loans under the A&R Existing Credit Agreement shall accrue interest at the Base Rate hereunder and the parties hereto agree that the Interest Periods for all LIBOR Rate Loans outstanding under the Existing Credit Agreement on the Effective Date shall remain in effect without renewal, interruption or extension as LIBOR Rate Loans under this Credit Agreement and accrue interest at the LIBOR Rate hereunder; provided, that on and after the Effective Date, the Lenders Applicable Margin applicable to any Loan or Letter of Credit hereunder shall make such purchases and sales of interests be as set forth in the Advances outstanding as definition of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect Applicable Rate in §1.1, without regard to this Agreement. -156- USActive 55348338.2 (c) All references any margin applicable thereto under the Existing Credit Agreement prior to the “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to timeDate.

Restatement. (a) Except as otherwise stated in Section 13.2 Notwithstanding any provision of this Agreement to the contrary, this Option shall be subject to the terms and conditions of this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth 7.6 in the Existing Loan event that the Company issues a restatement of its audited financial statements (a “Restatement”) after any portion of this Option has vested. If any portion of this Option vests and Security Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by within three years thereafter the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Transaction Documents, except that nothing herein or in the other Transaction Documents shall impair or adversely affect the continuation of the liability of the Borrower for the Obligations or any Lien heretofore granted, pledged and/or assigned to the Collateral Agent for the benefit of the Secured Parties. 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 Company issues a novation in respect of, the Indebtedness and other obligations and liabilities of the Borrower evidenced by or arising under the Existing Loan and Security AgreementRestatement, and the Liens and security interests securing such Indebtedness and other obligations and liabilitiesCommittee determines in its good faith discretion, shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount based on a reasonable estimate of the “Advances” (as defined effect of the Restatement, that there is a reasonable likelihood that the applicable stock price threshold would not have occurred if the results reported in the Existing Loan Restatement had been reported initially, then the corresponding portions of this Option shall be deemed not to have vested. If any portion of this Option is deemed not to have vested pursuant to the foregoing sentence (an “Unearned Grant”) and Security Agreement) outstanding as any portion of the A&R Effective Date under Unearned Grant has been exercised for Common Shares, then you shall either (x) promptly return the Existing Loan and Security Agreement shall constitute Advances hereunder. On Common Shares received upon exercise of the A&R Effective DateUnearned Grant to the Company or (y) if you have sold such Common Shares, pay to the Lenders shall make such purchases and sales Company within one year from the date of interests in the Advances outstanding as corresponding Restatement an amount equal to the proceeds you received from any sale of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references Common Shares not returned by you pursuant to the “Loan foregoing clause (x). For the avoidance of doubt, if any portion of this Option is deemed not to have vested as a result of a Restatement in accordance with this Section 7.6, such unvested portion will remain eligible for vesting on the terms and Security Agreement” conditions of this Agreement for the remainder of the vesting periods set forth herein. In addition to the foregoing, your compensation and equity awards shall remain subject to any applicable law (including, without limitation, Section 302 of the United States ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Section 954 of the United States ▇▇▇▇-▇▇▇▇▇ Act) or regulation in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified effect from time to time.. THIS AGREEMENT is made as of the 8th day of June, 2021 (the “Grant Date”) by and between Heska Corporation (the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Executive”). In consideration of the mutual covenants and representations herein set forth, the Company and Executive agree as follows:

Restatement. (a) Except as otherwise stated in Section 13.2 and this Section 13.4, as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security Credit Agreement 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 Transaction DocumentsAgreement; except, except that nothing herein or in the other Transaction Loan Documents shall impair or adversely affect the continuation of the liability of the Borrower Loan Parties for the Obligations heretofore incurred pursuant to Existing Credit Agreement and the other Loan Documents or any Lien heretofore granted, pledged and/or assigned to the Collateral Agent for the benefit continuing existence of the Secured PartiesLiens provided for in the Loan Documents. 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 other indebtedness, obligations and liabilities of the Borrower Loan Parties evidenced by or arising under the Existing Credit Agreement or the other Loan Documents. On or immediately prior to the Closing Date, the rights and Security obligations of the parties under the Existing Credit Agreement shall be subsumed within and be governed by this Agreement; provided, and the Liens and security interests securing such Indebtedness and other obligations and liabilitieshowever, shall not in any manner be impairedthat, limited, terminated, waived or released. (b) The principal amount each of the “AdvancesLoans” (as such term is defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date shall, for purposes of this Agreement, be included as Loans hereunder, and each of the “Letters of Credit” (as defined in the Existing Loan and Security Credit Agreement) outstanding as of the A&R Effective Date under the Existing Loan and Security Credit Agreement on the Closing Date shall constitute Advances be included as Letters of Credit hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references to the “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

Restatement. (a) Except as otherwise stated in Section 13.2 and this Section 13.4, as of On the date hereofRestatement Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security Original Credit Agreement are hereby shall be amended and restated in their entirety, and as so amended and restated, replaced and superseded, its entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Transaction Documents, Original Credit Agreement shall thereafter be of no further force and effect except that nothing herein or to evidence (i) the incurrence by the Company of the “Obligations” under and as defined in the other Transaction Documents shall impair Original Credit Agreement (whether or adversely affect the continuation not such “Obligations” are contingent as of the liability Restatement Date) and (ii) obligations of the Borrower for the Obligations or any Lien heretofore granted, pledged and/or assigned Company to the Collateral Agent for extent such obligations would have survived the benefit termination of the Secured PartiesOriginal Credit Agreement in accordance with Section 9.8. The amendment and restatement contained herein shall not, This Agreement is not in any manner, be construed way intended to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, of the Indebtedness and other obligations and liabilities of the Borrower evidenced by or arising existing under the Existing Loan and Security Agreement, and the Liens and security interests securing Original Credit Agreement or evidence payment of all or any portion of such Indebtedness and other obligations and liabilities, shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount terms and 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 “Advances” (as defined in the Existing Loan and Security Agreement) outstanding as of the A&R Effective Date Obligations incurred under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Original Credit Agreement. -156- USActive 55348338.2. (c) All On and after the Restatement Date, (i) all references to the “Loan and Security Agreement” Original Credit Agreement in the Transaction Loan Documents (other than this Agreement) shall from be deemed to refer to the Original Credit Agreement, as amended and 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 A&R Effective Date be Restatement Date, all references to this Agreement, Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as the same may be amended, amended and restatedrestated hereby. (d) This amendment and restatement is limited as written and is not a consent to any other amendment, supplemented 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 Loans Documents remain in full force and effect unless otherwise modified from time to timespecifically amended hereby or by any other Loan Document.

Restatement. (ai) Except as otherwise stated in Section 13.2 17.20(b) hereof and this Section 13.417.20(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security Agreement 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 Transaction DocumentsLoan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Transaction Loan Documents shall impair or adversely affect the continuation of the liability of the Borrower Borrowers for the Obligations or any Lien heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or or assigned by the Borrowers to the Collateral Agent for the benefit of the Secured Parties. or any Lender (whether directly, 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 other obligations and liabilities Obligations of the Borrower Borrowers evidenced by or arising under any of the Existing Loan and Security AgreementDocuments, and the Liens and security interests of the Agent and the Lenders securing such Indebtedness Obligations and 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 the Lender. (biii) The principal amount All loans, advances and other financial accommodations under any of the “Advances” (as defined in the Existing Loan Documents and Security Agreement) all other Obligations of the Borrowers to the Agent and the Lenders outstanding and unpaid as of the A&R Effective Date under date hereof pursuant to the Existing Loan and Security Agreement Documents or otherwise shall constitute Advances hereunder. On be deemed Obligations of the A&R Effective Date, Borrowers pursuant to the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2terms hereto. (civ) All references Each Loan Party hereby confirms the continuing effectiveness against such Loan Party of the grants of security interests made by such Loan Party pursuant to the “Existing Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to timeDocuments.

Restatement. (a) Except as otherwise stated in Section 13.2 hereof and this Section 13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing 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 Transaction DocumentsFinancing Agreements executed and/or delivered on or after the date hereof, except that nothing herein or in the other Transaction Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Borrower for the Obligations or any Lien heretofore incurred and the security interests, liens, hypothecs and other interests in the Collateral heretofore granted, pledged and/or assigned by Borrower to the Collateral Agent for the benefit of the Secured Parties. or any Lender (whether directly, 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 other obligations and liabilities of the Borrower evidenced by or arising under the Existing Loan and Security Agreement, and the Liens liens and security interests of Agent securing such Indebtedness and 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 benefit of itself and Lenders. (bc) All loans, advances and other financial accommodations under the Existing Agreement and all other Obligations of Borrower to Agent and Lenders outstanding and unpaid as of the date hereof pursuant to the Existing Agreement or otherwise shall be deemed Obligations of Borrower pursuant to the terms hereof. The principal amount of the “Advances” (as defined in Revolving Loans and the Existing Loan and Security Agreement) amount of the Letter of Credit Accommodations outstanding as of the A&R Effective Date date hereof under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references be allocated to the “Loan Revolving Loans and Security Agreement” Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to timeterms hereof.

Restatement. (ai) Except as otherwise stated in Section 13.2 17.14(a) and this Section 13.417.14(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan and Security 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 Transaction Loan Documents, except that nothing herein or in the other Transaction Loan Documents shall impair or adversely affect the continuation of the liability of the each Borrower or Guarantor for the Obligations or any Lien heretofore granted, pledged and/or assigned to the Collateral Agent for the benefit of the Secured Partiesor any Lender. 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 other obligations and liabilities of the each Borrower or Guarantor evidenced by or arising under the Existing Loan and Security Credit Agreement, and the Liens liens and security interests securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (bii) The principal amount of the “Advances” Loans and Letters of Credit (as defined in including the Existing Loan and Security AgreementLetters of Credit) outstanding as of the A&R Effective Date date hereof under the Existing Loan Credit Facility shall be allocated to the Loans and Security Agreement Letters of Credit hereunder according to the Lenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall constitute Advances hereunderdetermine. On and after the A&R Effective Datedate hereof, all Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement and shall subject to all the Lenders shall make terms and conditions hereof as if such purchases and sales Letters of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect Credit were issued by Issuing Bank pursuant to this Agreement. -156- USActive 55348338.2 (c) All references to the “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

Restatement. (a) Except as otherwise stated in Section 13.2 14.2 hereof and this Section 13.414.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing 2005 Loan and Security 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 Transaction DocumentsFinancing Agreements, except that nothing herein or in the other Transaction Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Borrower for the Obligations or any Lien heretofore granted, pledged and/or assigned to the Collateral any Agent for the benefit of the Secured Partiesor any Lender. 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 other obligations and liabilities of the Borrower evidenced by or arising under the Existing 2005 Loan and Security Agreement, and the Liens liens and security interests securing such Indebtedness indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (b) The principal amount of Notwithstanding the “Advances” foregoing, with respect to any Eurodollar Rate Loan (as defined in the Existing 2005 Loan and Security Agreement) outstanding having an Interest Period (as of defined in the A&R Effective Date 2005 Loan Agreement) that terminates after the date hereof, such Eurodollar Rate Loan shall continue to be a Eurodollar Rate Loan under this Agreement with the same maturity (but reduced margin to reflect this Agreement) that it had under the Existing 2005 Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2. (c) All references in any or all of the Financing Agreements to the “2005 Loan and Security Agreement” in the Transaction Documents Agreement shall from and after the A&R Effective Date be references deemed to be a reference to this Agreement, as the same it may be amended, amended and restated, supplemented or otherwise modified from time to time, and such Financing Agreements are hereby amended to reflect such reference. All references in any or all of the Financing Agreements to Congress Financial Corporation (Central) (i) in its capacity as collateral agent shall continue to be deemed to be a reference to Collateral Agent and (ii) in its capacity as administrative agent shall continue to be deemed to be a reference to Administrative Agent.