UCC Uses in Acknowledgment of Termination of Marazzi Letter Clause

Acknowledgment of Termination of Marazzi Letter from Credit and Security Agreement

This Amendment No. 3 to Credit and Security Agreement and Omnibus Amendment (this "Amendment"), dated as of September 11, 2014, is made by and among MOHAWK FACTORING, LLC, a Delaware limited liability company (the "Borrower"), MOHAWK SERVICING, LLC, a Delaware limited liability company (the "Servicer") the Lenders party hereto, the Liquidity Banks party hereto, the Co-Agents party hereto and SUNTRUST BANK, a Georgia banking corporation, as administrative agent (in such capacity, the "Administrative Agent").

Acknowledgment of Termination of Marazzi Letter. Pursuant to that certain letter dated as of April 11, 2014 (the "Marazzi Letter"), among the Administrative Agent, the Borrower and Dal-Tile Distribution, Inc., all Receivables of an Obligor arising out of invoices generated by the Marazzi Group (as defined in the Marazzi Letter) invoicing system or invoiced in the name of any of the Marazzi Group and which do not pay into a Collection Account or a Lock Box that clears to a Collection Account were designated as Excluded Receivables under and as defined in the Receivables Sale Agreement until 14the Integration Date (as defined in the Marazzi Letter). Each of the Administrative Agent, the Borrower and Dal-Tile Distribution, Inc. hereby acknowledges and agrees that as of the date hereof, the Integration Date has occurred and the Marazzi Letter shall be terminated and of no further force and effect.