Common use of No Novation Clause in Contracts

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Parent, Borrower, Subsidiary Guarantors, Agents and the Lenders and Agent hereby agree that that, effective upon the execution and delivery of this Agreement amends by each such party and restates the fulfillment, to the satisfaction of Agents and each Lender of each of the conditions precedent set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of the Borrower outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower, or any Loan Party Guarantor from any of their its obligations or liabilities under the Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. The Borrower and each Subsidiary Guarantor hereby (a) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Credit Agreement”, “the Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Collateral Agent, for the benefit of the Lenders, or to grant to the Collateral Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of the Borrower from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document from any of their its obligations and liabilities as Borrower, Guarantor or liabilities pledgor under any of the Existing Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the “Credit Agreement.” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the Agents. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written. CL Media Holdings LLC, as Borrower By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1 Guarantors Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Schedule 2.01(a) Commitments LENDER COMMITMENT PRO RATA SHARE Centre Lane Partners Master Credit Fund II, L.P. $ 16,416,905 100.00 % Total: $ 16,416,905 100.00 % Schedule 5.02 Authorizations; No Contravention None. Schedule 5.03 Governmental Authorization; Other Consents None. Schedule 5.07(b) Owned Real Property None. Leased Real Property 200 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 1000 Xxxxxxxx, Xxxxxxx, XX (WeWork, Inc.) 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 Office space in Hertsliya, Israel Schedule 5.08

No Novation. BorrowerThe Loan Parties, the Administrative Agent and the Lenders and Agent hereby agree that that, effective upon the execution and delivery of this Agreement amends by each such party, the terms and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of the Loan Parties outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Loan Party guarantor from any of their its obligations or liabilities under the Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. The Loan Parties hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirm and agree that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

No Novation. Borrower(a) As of the Closing Date, the Commitments of certain Lenders under (and Agent hereby agree that as defined in) the Existing Credit Agreement shall be terminated by the Borrowers (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement amends with Commitments as set forth on Schedule 2.01. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Closing Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety (and therefore, this Agreement shall is not constitute intended to be or effectuate operate as a novation thereof) or an accord and all Loans, Letters of Credit and other Obligations satisfaction of the Loan Parties Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all Revolving Loans and Negotiated Rate Loans outstanding under the Existing Credit Agreement as of shall on the Closing Date shall be deemed to be become Revolving Loans and Negotiated Rate Loans, as the case may be, hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release shall on the obligations or Closing Date be Obligations under this Agreement. To the liens or priority extent the Existing Credit Agreement provides that certain terms survive the termination 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 Existing Credit Agreement or instruments securing survive the same, which shall remain payment in full force of principal, interest and effectall other amounts payable thereunder, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement then such terms shall be construed as a release or other discharge survive the amendment and restatement of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends and restates nor the Existing effectiveness of the Restated Credit Agreement in its entirety (and therefore, this Agreement shall not constitute discharge or effectuate a novation release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders liens and security interests existing immediately prior to the Amendment Effective Date in favor of the Original Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforObligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Original Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8by the Restated Credit Agreement) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder except as provided herein, and such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and in the Restated Credit Agreement. The Original Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby (including by the Restated Credit Agreement). This Agreement shall constitute a Loan Document for all purposes of the Original Credit Agreement and the Restated Credit Agreement. Each Guarantor further agrees that nothing in the Restated Credit Agreement, this Agreement or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Restated Credit Agreement.

No Novation. Borrower, the Lenders The terms and Agent hereby agree that this Agreement amends and restates conditions of the Existing Credit Agreement are amended as set forth in, and restated in its their entirety (and thereforesuperseded by, this Agreement. Nothing in this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters a novation of any of the Obligations as defined in the Existing Credit and Obligations outstanding under this Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders including with respect to all matters relating to time periods prior to Revolving Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. Notwithstanding any provision of this Agreement or any other Loan Document or instrument executed in connection herewith, the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, execution and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions delivery of this Agreement and the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the Obligations owed by the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding Parties under the Existing Credit Agreement. The Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained as amended and restated hereby shall be construed as deemed to be a substitution continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or novation of the obligations outstanding under in connection with the Existing Credit Agreement or instruments securing not amended and restated in connection with the same, which entry of the parties into this Agreement shall remain in full force and effect, except each in accordance with its terms, as modified hereby (including without limitationof the date of delivery or such other date as contemplated by such document, Section 12.8) instrument or by instruments executed concurrently herewith. Except agreement to the same extent as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. From and after the Closing Date, each reference to the “Agreement”, “Credit Agreement” or other reference originally applicable to the Existing Credit Agreement contained in any Loan Document shall be a reference to this Agreement, as amended, supplemented, restated or otherwise modified from time to time.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends and restates nor the Existing effectiveness of the Restated Credit Agreement in its entirety (and therefore, this Agreement shall not constitute discharge or effectuate a novation release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders liens and security interests existing immediately prior to the Amendment Effective Date in favor of the Existing Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforObligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8by the Restated Credit Agreement) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities the Borrower under the Existing Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder except as provided herein, and such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and in the Restated Credit Agreement. The Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby (including by the Restated Credit Agreement). This Agreement shall constitute a Loan Document for all purposes of the Existing Credit Agreement and the Restated Credit Agreement. Each Guarantor further agrees that nothing in the Restated Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Restated Credit Agreement.

No Novation. The Borrower, the Lenders Lenders, and the Agent hereby agree that upon the execution and delivery of this Agreement amends by each of the parties hereto, the terms and restates conditions of the Existing Credit Agreement shall be and hereby are amended, superseded, and restated in its their entirety by the terms and provisions of this Agreement. It is the intent of the parties hereto that this Agreement (i) shall re-evidence, in part, the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced by the Existing Credit Agreement or any of the other Loan Documents delivered in connection therewith, including any Notes or fee letters related thereto. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and thereforeshall be governed by the terms of) this Agreement. Without limiting the foregoing, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Existing Letters of Credit and other Obligations Letters of the Loan Parties Credit outstanding under the Existing Credit Agreement shall continue as of the Closing Date shall be deemed to be Loans, Letters of Credit under (and Obligations outstanding under shall be governed by the terms of) this Agreement (as provided in Section 2.4.7. All references herein to “hereunder,” “hereof,” or words of like import and the Borrower and each Guarantor hereby assume all such Obligations) without further action by references in any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest Document to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing “Credit Agreement, ” or words of like import shall mean and the rights and duties of Borrower, Agent, and the Lenders with respect be a reference to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement as amended and restated hereby (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of and 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 section references in such Loan Documents to the Existing Credit Agreement or instruments securing shall refer to the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly applicable equivalent provision set forth herein (including without limitation, Section 12.8although the section number thereof may have changed), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates restatement of the Existing Credit Agreement in its entirety and does not discharge or release the Obligations (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other including the Obligations of the Loan Parties outstanding under any predecessor corporations) under, and as defined in the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement agreement, or any other security therefor. Nothing Except as modified hereby, nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8)modified hereby, nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. The Borrower, on behalf of itself and each other Loan Party, hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to the “Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent any such Loan Document purports to assign or pledge to the Administrative Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrower or the Guarantors from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, It is the Lenders and Agent hereby agree express intent of the parties hereto that this Agreement amends (i) shall re-evidence the Borrowers’ indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and restates not in payment of, the obligations of the Borrowers under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement in its entirety or any of the other Loan Documents. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and thereforeshall be governed by the terms of) this Agreement. Without limiting the foregoing, this upon the effectiveness hereof: (a) all letters of credit issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Closing Date shall not constitute or effectuate a novation thereof) and all Loans, continue as Letters of Credit issued under (and shall be governed by the terms of) this Agreement, (b) all Obligations constituting Guaranteed Swap Obligations with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Obligations Loan Documents and (c) the Agent shall make such reallocations of each Lender’s share of the Loan Parties outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s share of the outstanding Loans hereunder reflects such Lender’s ratable share of the Aggregate Commitments hereunder. On the Closing Date, the Borrowers shall pay to the Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (i) accrued and unpaid facility and utilization fees under the Existing Credit 107 Agreement through the Closing Date, (ii) accrued and unpaid interest on Base Rate Loans under (and as defined in) the Existing Credit Agreement through the Closing Date shall be deemed and (iii) any amounts due to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and such Lenders on the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest Closing Date pursuant to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms Section 3.05 of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates restatement of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations outstanding under, and as defined in, the Existing Credit Agreement or the liens Lien or 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 Obligations outstanding under under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement or any of the other Loan Documents from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each party hereto hereby (a) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Amendment and Restatement Closing Date all references in any such Loan Document to (i) “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) the “Borrower” shall continue to refer to Acutus Medical, Inc. and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Administrative Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrower from time to time existing in respect of the Existing Credit Agreement and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Incremental RCF Amendment shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Incremental RCF Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Incremental RCF Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Incremental RCF Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Incremental RCF Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Incremental RCF Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations under the Original US Loan Agreement, the Original Canadian Loan Agreement and the other Original Financing Agreements or the liens Lien (as such term is defined in the Loan Agreements) or 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 Existing Credit Original US Loan Agreement, the Original Canadian Loan Agreement and the other Original Financing Agreements or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower or any Obligor under the Original Financing Agreements from any of their its obligations and liabilities as a “Borrower” or liabilities under “Obligor” thereunder. The undersigned hereby (i) confirms and agrees that each Original Financing Agreement to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Existing Credit date hereof all references in any such Original Financing Agreement to “the Original Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Financing Agreements shall mean the Original Financing Agreement as amended and restated by the respective Financing Agreement and (ii) confirms and agrees that to the extent that any such Financing Agreement purports to assign or pledge to the Secured Party a security interest in or Lien (as such term is defined in the Loan Agreements) on, any collateral as security for the obligations of the Borrower or any Obligors from time to time existing in respect of the Original Financing Agreements, such pledge, assignment and/or grant of the security interest or Lien (as such term is defined in the Loan Agreements) is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends and restates nor the Existing Credit Agreement in its entirety (and thereforeexecution, this Agreement shall not constitute delivery or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations effectiveness of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date Amendment shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Reaffirmed Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the US Borrower or any Loan Party of its Subsidiaries under any Reaffirmed Document from any of their its obligations and liabilities as the “US Borrower”, a “Subsidiary”, a “Pledgor”, a “Grantor” or liabilities a “Guarantor” under the Existing Credit AgreementAgreement or the Reaffirmed Documents. Each of the Existing Credit Agreement and the Reaffirmed Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or by the Amendment or in connection herewith and therewith. Schedule I to the Foreign Guaranty FOREIGN SUBSIDIARY GUARANTORS Compass Minerals (Europe) Limited Compass Minerals (UK) Limited London Salt Limited Direct Salt Supplies Limited X.X. Xxxx & Co. (Nantwich) Limited NASC Nova Scotia Company Compass Minerals Canada Inc. Compass Canada Limited Partnership Compass Minerals Nova Scotia Company Compass Resources Canada Company Schedule I to the Foreign Guaranty SUPPLEMENT NO. _____ dated as of, to the Foreign Guaranty dated as of November 28, 2001, as amended and restated as of December 22, 2005, among SIFTO CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), SALT UNION LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the Canadian Borrower, the “Foreign Borrowers”), each other Foreign Subsidiary of COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), listed on Schedule I thereto (the “Foreign Subsidiary Guarantors”; the Foreign Borrowers and the Foreign Subsidiary Guarantors are referred to collectively herein as the “Foreign Guarantors”) and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

No Novation. BorrowerAfter the Restatement Effective Date, all the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations obligations of the Loan Parties outstanding Borrower under the Existing Credit Agreement as of shall become obligations under the Closing Date shall be deemed to be Loans, Letters of Credit Amended and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Restated Credit Agreement, and secured by the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of Loan Documents as reaffirmed hereby. Neither this Agreement nor the execution, delivery or effectiveness of the Amendment and the Loan Documents. This Restatement Agreement does not shall extinguish the obligations for the payment of money outstanding under the Existing Amendment and Restatement Agreement or the Amended and Restated Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the Amended and Restated Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing express or implied in this Agreement, the Amendment and Restatement Agreement, the Amended and Restated Credit Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Loan Party under any Loan Party Document from any of their its obligations and liabilities as “Holdings”, a “Borrower”, a “Subsidiary Loan Party”, a “Guarantor”, a “Grantor”, a “Pledgor”, a “party to the Indemnity, Subrogation and Contribution Agreement” or liabilities a “party to the Collateral Assignment” under the Existing Credit AgreementAgreement or the Loan Documents. Each of the Existing Credit Agreement and the Loan Documents shall remain in full force and effect, until and except to any extent modified hereby or in connection herewith and therewith.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Original Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Original Credit Agreement or the liens creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefortherefor except as expressly provided herein or in instruments executed concurrently herewith or after the execution of the Original Credit Agreement and prior to the Closing Date. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in, the Existing Original Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithherewith or after the execution of the Original Credit Agreement and prior to the Closing Date. Except All interest and fees and expenses, if any, owing or accruing under or in respect of the Original Credit Agreement through the Closing Date shall be calculated as expressly set forth herein of the Closing Date (including without limitation, Section 12.8prorated in the case of any fractional periods), nothing and shall be capitalized and thereupon amended, restated, converted and continued or cancelled, as applicable, pursuant to Section 2.01. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Original Credit Agreement from any of their its obligations and liabilities as a “Borrower” or liabilities under “Guarantor” thereunder except as expressly provided in Section 2.01 hereof or elsewhere herein or in instruments executed concurrently herewith or after the Existing execution of the Original Credit Agreement and prior to the Closing Date. Each Loan Party hereby (i) confirms and agrees that except as expressly provided in Section 2.01 hereof or elsewhere herein or in instruments executed concurrently herewith or after the execution of the Original Credit Agreement and prior to the Closing Date, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Credit Agreement shall mean the Original Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Original Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. The Lenders hereby authorize the execution, delivery and performance of the Omnibus Amendment by the Borrower, the Subsidiary Guarantors and the Collateral Agent, and the amendments made to the Security Agreement and the Subsidiary Guaranty pursuant thereto are hereby consented to by the Lenders.

No Novation. BorrowerThis Agreement does not extinguish, the Lenders and Agent hereby agree that this Agreement amends and restates discharge or release the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of Financing Agreement, the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Collateral Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of ’s Liens securing the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations or the liens or 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 Existing Credit Agreement or instruments securing the sameObligations, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or any other Loan Party under the Existing Financing Agreement and the Loan Documents entered into in connection therewith (such documents, collectively, the “Existing Loan Documents”) from any of their its obligations and liabilities as a “Borrower,” a “Guarantor” or liabilities under a “Loan Party” thereunder. Each Loan Party party hereto hereby (i) confirms and agrees that each Existing Loan Document to which it is a party is, and shall continue to be (including to the extent any such document is amended and restated in connection herewith on the Restatement Effective Date), in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Existing Loan Document to “the Financing Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Financing Agreement shall mean the Existing Financing Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to the Collateral Agent, for the benefit of the Secured Parties, or to grant to the Collateral Agent, for the benefit of the Secured Parties, a Lien on any collateral as security for the Existing Obligations, such Lien is hereby ratified and confirmed in all respects and shall continue to secure the Obligations.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms restatement of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Financing Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Financing Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Existing Financing Agreement or the liens Lien or 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 Obligations outstanding under under, and as defined in, the Existing Credit Financing Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Financing Agreement from any of their its obligations and liabilities as a "Borrower" or liabilities under "Guarantor" thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Credit Agreement.Financing Agreement shall mean the Existing Financing Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrower or the Guarantors from time to time existing in respect of the Existing Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 141

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document from any of their its obligations and liabilities as Borrower, Guarantor or liabilities pledgor under any of the Existing Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the “Credit Agreement.” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the Agents. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title:

No Novation. BorrowerBorrowers, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior hereby agree that, effective upon the execution and delivery of this Agreement by each such party and the fulfillment, to the Restatement Effective Date satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1, the terms and provisions of the Original Credit Agreement shall be determined and hereby are amended, restated and superseded in accordance with their entirety by the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforSecurity Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrowers outstanding under the Existing Original Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower, or any Guarantor from any of their its obligations or liabilities under the Existing Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “the Loan Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Credit Agreement shall mean the Original Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Original Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Agent, for the benefit of the Lenders, or to grant to the Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of any Borrower from time to time existing in respect of the Original Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a Lien on, any collateral as security for the Obligations of Borrower from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall is not constitute or effectuate intended to and does not serve to effect a novation thereofof the Obligations. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Loan Agreement which is evidenced by the notes provided for therein and secured by the Collateral. Each Co-Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrower to Agent and the applicable Lenders under the Original Loan Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other terms used therein to describe or refer to the indebtedness, liabilities and obligations of Co-Borrowers to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of each Co-Borrower under the Notes to be delivered hereunder, and under the Original Loan Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all Loansagreements, Letters of Credit instruments and other Obligations documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Parties outstanding under Documents to particular section numbers in the Existing Credit Original Loan Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest cross-references to the Borrower)corresponding sections, Agentas applicable, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations provisions of the Prior Loan Parties outstanding under Agreement and each other Loan Document (as such term is defined in the Existing Credit Agreement as of the Closing Date Prior Loan Agreement), shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Agreement or Prior Loan Agreement, any instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments or other Loan Documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents (as such term is defined in the Prior Loan Agreement), executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. BorrowerEffective as of the Restatement Effective Date, the Lenders and Agent hereby agree that this Agreement amends shall amend, restate and restates supersede the Existing Credit Agreement in its entirety (entirety, except as provided in this Section 10.23. On the date hereof, the rights and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations obligations of the Loan Parties outstanding under parties evidenced by the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under evidenced by this Agreement (and the Borrower other Loan Documents shall continue under, but as amended and each Guarantor hereby assume all such Obligations) without further action restated by this Agreement and the other Loan Documents, and shall not in any Person except as otherwise expressly modified event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), AgentThis Agreement represents a modification, and not a novation, of the Lenders with respect to all matters relating to time periods prior to respective credit facilities under the Restatement Effective Date Existing Credit Agreement and nothing contained herein shall be determined in accordance with construed as a novation of the terms of “Obligations” outstanding under, and as defined respectively in, the Existing Credit Agreement, and the rights and duties all of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitationhereby. The Loan Parties acknowledge, Section 12.8) represent and warrant that they have no claims, defenses or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this offsets with respect to the Existing Credit Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities the “Loan Documents” (as defined in the Existing Credit Agreement) related thereto and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other loan documents are valid, binding and enforceable in accordance with the terms thereof. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” shall mean this Agreement. In connection with this Agreement, the existing Loans of certain of the Existing Lenders that were funded under the Existing Credit Agreement (the “Existing Loans”) will be repaid in full with the proceeds of the Revolving Loans and upon receipt by such Existing Lender of all amounts owed to such Exiting Lender under the Existing Credit Agreement as of the Restatement Effective Date, such Existing Lender shall cease to be a “Lender” under the Existing Credit Agreement and shall have no further commitment to advance funds or extend credit or participate in any Letters of Credit or other credit that has been extended under the Existing Credit Agreement or this Agreement. Notwithstanding anything to the contrary in Section 2.12(f) of the Existing Credit Agreement, the Lenders hereby agree to the non-ratable repayment of certain of the Existing Lenders’ Existing Loans and agree that Section 2.12(f) shall not apply to such repayment. Notwithstanding anything to the contrary in Section 10.01 and without limited the effect of the other provisions of this Agreement, each Lender agrees and affirms the amendments and modifications set forth herein.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Amendment shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 2 Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Administrative Agent and Lenders and Agent hereby agree that that, effective upon the execution and delivery of this Agreement amends by each such party, the terms and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower, or any Loan Party guarantor from any of their its obligations or liabilities under the Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of Borrower from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

No Novation. Borrower, This Agreement constitutes an amendment and restatement of and supersedes the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Prior Financing Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Prior Financing Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Prior Financing Agreement or the liens Lien or priority of any mortgage, pledge, security agreement or any other security therefortherefor except as provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in, the Existing Credit Prior Financing Agreement or any of the instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Prior Financing Agreement from any of their its obligations and liabilities as a “Borrower” or liabilities under “Guarantor” thereunder except as provided herein. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Existing Credit Restatement Effective Date all references in any such Loan Document to “the Financing Agreement.,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Prior Financing Agreement shall mean the Prior Financing Agreement as amended and restated and superseded by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to any Agent Party or any Lender a security interest in, or Lien on, any collateral as security for the ‑122‑ obligations of the Loan Parties from time to time existing in respect of the Prior Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, as amended hereby or thereby. BORROWER: LION OIL COMPANY, an Arkansas corporation, as the Borrower By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Accounting Officer GUARANTORS:

No Novation. Borrower, the Lenders Each Credit Party hereby confirms that (i) its obligations and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding liabilities under the Existing Credit Agreement as of modified by the Closing Date Amendment and Restatement Agreement (including with respect to the 2020 Term B Loans contemplated hereby and by the Amendment and Restatement Agreement) and the other Credit Documents to which it is a party remain in full force and effect on a continuous basis after giving effect to the Amendment and Restatement Agreement and nothing in the Amendment and Restatement Agreement or this Agreement shall be deemed to be Loans, Letters a novation of Credit and any of the Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors defined in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, (ii) the Secured Parties remain entitled to the benefits of the Guaranty and the rights security interests set forth or created in the Collateral Documents and duties the other Credit Documents, (iii) notwithstanding the effectiveness of Borrowerthe terms of the Amendment and Restatement Agreement, Agentthe Collateral Documents and the other Credit Documents are, and the Lenders with respect shall continue to be, in full force and effect and are ratified and confirmed in all matters relating to time periods respects and (iv) from and after the Restatement Effective Date shall be determined in accordance with Date, each reference to this “Agreement”, the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under “Credit Agreement” or other reference originally applicable to the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of contained in any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained Credit Document shall be construed a reference to this Agreement, as a substitution or novation of amended and restated pursuant to the obligations outstanding under the Existing Amended and Restated Term Loan Credit Agreement and as further amended, supplemented, restated or instruments securing the sameotherwise modified from time to time. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each Credit Document to which shall it is a party remain in full force and effect, except are not released or reduced, and continue to secure full payment and performance of the Obligations as modified hereby (including without limitationincreased by the Amendment and Restatement Agreement and by this Agreement. Notwithstanding any provision of the Amendment and Restatement Agreement, Section 12.8) this Agreement or by instruments any other Credit Document or instrument executed concurrently in connection herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in the execution and delivery of the Amendment and Restatement Agreement and the incurrence of Obligations under the Amendment and Restatement Agreement and under this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities in substitution for, but not in payment of, the Obligations owed by the Credit Parties under the Existing Credit Agreement.

No Novation. Borrower(a) As of the Closing Date, the Revolving Commitments under (and as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and Agent hereby agree that as defined in) the Existing Credit Agreement shall be Lenders under this Agreement amends with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety (and therefore, this Agreement shall is not constitute intended to be or effectuate operate as a novation thereofor an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) and all Loans, Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under (and as defined in) the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” under (and as defined in) the Existing Credit Agreement shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Commitments hereunder reflect such Lxxxxx’s pro rata share of the outstanding aggregate Loans and Revolving Commitments on the Closing Date, and (iv) all other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of shall on the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrowerextent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, Agentinterest and all other amounts payable thereunder, then such terms shall survive the amendment and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms restatement of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that Until this Agreement amends becomes effective in accordance with its terms and restates the Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in its entirety (full force and thereforeeffect and shall not be affected hereby. After the Restatement Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower under the Restated Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Restated Credit Agreement. Without limiting the generality of the foregoing, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of extinguish the Loan Parties Loans outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by or any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Liens granted under or the liens or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations Loans outstanding under the Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which shall remain in full force and effect, except outstanding after the Restatement Effective Date as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithhereby. Except as expressly set forth Nothing implied herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of the Borrower or any Subsidiary thereof under any Loan Party Document from any of their its obligations and liabilities as the “Borrower”, a “Grantor” or liabilities a “Guarantor” under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates restatement of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations or Guaranteed Obligations (including the Obligations or Guaranteed Obligations of any predecessor corporations) under, and as defined in, the Existing Credit Agreement or the liens Lien or 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 Obligations or Guaranteed Obligations outstanding under under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Original Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Original Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party the Borrower from any of their obligations or liabilities under the Existing Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each signatory to this Amended and Restated Credit Agreement hereby (a) confirms and agrees that each Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Loan Document to “the Revolving Credit Agreement”, “the Credit Agreement”, “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Credit Agreement shall mean the Original Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Administrative Agent or to grant to the Administrative Agent a security interest in or lien on, any collateral as security for the obligations of the Borrower from time to time existing in respect of the Original Credit Agreement, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms restatement of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Loan Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Loan Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations (including the Obligations of any predecessor corporations) under, and as defined in, the Existing Loan Agreement or the liens Lien or 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 Obligations outstanding under under, and as defined in, the Existing Credit Loan Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Loan Agreement from any of their its obligations and liabilities as a “Borrower” or liabilities under “Guarantor” thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit AgreementLoan Agreement shall mean the Existing Loan Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for “Obligations” as defined in the payment of money outstanding under the Existing Credit Original Loan and Security Agreement (including without limitation, Section 12.8) or Original A&R Loan and Security Agreement or discharge or release the obligations such Obligations or the liens or 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 “Obligations” as defined in the Existing Credit Agreement Original Loan and Security Agreement, the Original A&R Loan and Security Agreement, or instruments securing the sameother Original Loan Documents, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations its “Obligations” as defined in the Original Loan and Security Agreement or liabilities Original A&R Loan and Security Agreement under the Existing Original Loan Documents. Each Borrower hereby (a) confirms and agrees that each Original Loan Document to which it is a party that is not being amended and restated concurrently herewith is hereby ratified and confirmed in all respects (other than any representations or warranties made as of a specific date) except that on and after the Closing Date, all references in any such Original Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Loan and Security Agreement or Original A&R Loan and Security Agreement shall mean the Original Loan and Security Agreement or Original A&R Loan and Security Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Original Loan Document purports to assign or pledge to any of Agent, Collateral Agent, the Lenders or the Secured Parties or to grant to any of Agent, the Lenders or the Secured Parties a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of TTD or of any other Borrower, as the case may be, from time to time existing in respect of the Original Loan and Security Agreement, the Original A&R Loan and Security Agreement or the Original Loan Documents, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

No Novation. BorrowerIt is the intent of the parties hereto that this Agreement does not constitute a novation of the rights, obligations and liabilities of the Lenders respective parties (including the Obligations) existing under the Original Loan and Agent hereby agree Security Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates the Existing Credit Agreement in its entirety the Original Loan and Security Agreement. Without limiting the generality of the foregoing (i) all Revolving Loans outstanding under the Original Loan and therefore, this Security Agreement shall not constitute or effectuate a novation thereofon the Closing Date become Revolving Loans hereunder, (ii) and all Loans, Letters of Credit under the Original Loan and Security Agreement shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations of the Loan Parties outstanding under the Existing Credit Original Loan and Security Agreement as of shall on the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (Agreement. Each of the Borrowers and the Borrower other Obligated Parties hereby ratifies and each Guarantor hereby assume confirms its grant of security interests and Liens in the Collateral (including, without limitation, any and all such Obligations) without further action by any Person except as otherwise expressly modified by this Collateral granted under the Original Loan and Security Agreement and the other Loan Documents. The ) in which it has rights and duties of Ares confirms and AIH (as predecessors in interest to the Borrower), Agent, agrees that such Collateral secures any and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit AgreementObligations, and the rights and duties of Borrowerincluding, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforRevolving Loans. Nothing herein contained shall be construed The Borrowers acknowledge and agree that as a substitution or novation of the obligations close of business on August 17, 2005, the Aggregate Revolver Outstandings under and as defined in the Original Loan and Security Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit issued under the Existing Credit Agreement Original Loan and Security Agreement) is $141,198,219.49. As of the date hereof, none of the Obligated Parties or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Existing Credit Original Loan and Security Agreement. As of the date hereof immediately prior to the amendment and restatement of the Original Loan and Security Agreement contemplated herein, there exists no Default or Event of Default under and as defined in the Original Loan and Security Agreement.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates restatement of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations (including the Obligations of any predecessor corporations) under, and as defined in, the Existing Credit Agreement or the liens Lien or 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 Obligations outstanding under under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or a “Guarantor” thereunder. Borrower and each Guarantor hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Administrative Agent a security interest in or Lien on, any collateral as security for the obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations provisions of the Prior Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date Agreement) shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action are superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as superseded by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders Other than with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Revolving Credit AgreementLoans as expressly set forth herein, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date this Fourth Revolving Facility Refinancing Amendment shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fourth Revolving Facility Refinancing Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Other than with respect to the Existing Revolving Credit Loans as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Fourth Revolving Facility Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Fourth Revolving Facility Refinancing Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Fourth Revolving Facility Refinancing Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Fourth Revolving Facility Refinancing Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to After the Restatement Effective Date shall be determined in accordance with Date, all the terms obligations of the Existing Borrower under the Original Credit Agreement shall become obligations under the Amended and Restated Credit Agreement, and secured by the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of Collateral Documents as reaffirmed hereby. Neither this Agreement nor the execution, delivery or effectiveness of the Amended and the Loan Documents. This Restated Credit Agreement does not shall extinguish the obligations for the payment of money outstanding under the Existing Amended and Restated Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgagethe Collateral Assignment, pledge, security agreement the Pledge Agreement or the Security Agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Original Credit Agreement or the Amended and Restated Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower or any Loan Party Guarantor or any Grantor or any Pledgor or any party to the Indemnity, Subrogation and Contribution Agreement or any party to the Collateral Assignment under any Collateral Document from any of their its obligations and liabilities as a "Borrower", "Guarantor", "Grantor", "Pledgor", "party to the Indemnity, Subrogation and Contribution Agreement" or liabilities "party to the Collateral Assignment" under the Existing Original Credit Agreement.Agreement or the Collateral Documents. Each of the Original Credit Agreement and the Collateral Documents shall remain in full force and effect, until and except to any extent modified hereby or in connection herewith and therewith. 240 7

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall is not constitute or effectuate intended to and does not serve to effect a novation thereofof the Obligations. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Loan Agreement and the ETI Loan Agreement which is evidenced by the notes provided for therein and secured by the Collateral. Each Co-Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of (x) Borrower to Agent and the applicable Lenders under the Original Loan Agreement, as amended and restated hereby and (y) ETI and Mid-States to Agent and the applicable Lenders under the ETI Loan Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other terms used therein to describe or refer to the indebtedness, liabilities and obligations of Co-Borrowers to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of each Co-Borrower under the Notes to be delivered hereunder, and under the Original Loan Agreement, all as amended and restated hereby and under the ETI Loan Agreement as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all Loansagreements, Letters of Credit instruments and other Obligations documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Parties outstanding under Documents to particular section numbers in the Existing Credit Original Loan Agreement as of and the Closing Date ETI Loan Agreement shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest cross-references to the Borrower)corresponding sections, Agentas applicable, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders Other than with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit AgreementTerm B Loans as expressly set forth herein, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date this Term B Loan Refinancing Amendment shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fifth Term B Loan Refinancing Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Term B Loan Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Term B Loan Refinancing Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Term B Loan Refinancing Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Term B Loan Refinancing Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior EXIM Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforEXIM Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior EXIM Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this EXIM Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior EXIM Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “EXIM Agreement” the “Domestic Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the EXIM Loan Agreement shall mean the Prior EXIM Loan Agreement as amended and restated by this EXIM Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior EXIM Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithherewith and except to the extent repaid as provided herein. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Amendment and Restatement Agreement or in any other document contemplated hereby shall discharge or release the Lien or priority of any Security Document or any other security therefor or otherwise be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement) from any of their its obligations and liabilities as a borrower, guarantor or liabilities pledgor under any of the Loan Documents (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement), except, in each case, to any extent modified hereby and except to the extent repaid as provided herein. [Remainder of page intentionally left blank] ANNEX A LENDER ADDENDUM TO AMENDMENT AND RESTATEMENT AGREEMENT This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) dated as of February [_], 2021 to that certain Credit Agreement dated as of October 25, 2018 (as amended by that certain First Amendment dated as of November 26, 2019 and that certain Second Amendment dated as of November 16, 2020 and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), RESIDEO HOLDING INC., a Delaware corporation (“U.S. HoldCo 1”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation (“U.S. HoldCo 2”), RESIDEO FUNDING INC., a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment and Restatement Agreement. By executing this Lender Addendum as a Continuing Term B Lender, the undersigned institution agrees (A) to the terms of the Amendment and Restatement Agreement and the Amended Credit Agreement and (B) on the terms and subject to the conditions set forth in the Amendment and Restatement Agreement and the Amended Credit Agreement, to continue all of its Existing Tranche B Term Loans (or such lesser amount as the Arrangers may allocate) as Continued Term B Loans on the Amendment and Restatement Effective Date. The undersigned institution hereby makes the election to convert all of its Existing Tranche B Term Loans as set forth in the Register (as defined in the Existing Credit Agreement) as of the Amendment and Restatement Effective Date (or such lesser amount as the Arrangers may allocate prior to the Amendment and Restatement Effective Date) into Continued Term B Loans pursuant to a cashless conversion on the Amendment and Restatement Effective Date pursuant to procedures specified by the Administrative Agent. [NAME OF INSTITUTION] By: Name: Title: If a second signature is necessary: By: Name: Title: ANNEX B AMENDED CREDIT AGREEMENT CONFORMED COPY REFLECTING AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF FEBRUARY 12, 2021 ADDED TEXT SHOWN UNDERSCORED DELETED TEXT SHOWN STRIKETHROUGH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25February 12, 20182021 , among RESIDEO TECHNOLOGIES, INC., as Holdings, RESIDEO HOLDING INC., as U.S. HoldCo 1, RESIDEO INTERMEDIATE HOLDING INC., as U.S. HoldCo 2, RESIDEO FUNDING INC., as Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., XXXXXXX XXXXX BANK USA, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP., ROYAL BANK OF CANADA, U.S. BANK NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC and TRUIST SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners XXXXXXX SACHS BANK USA, BANK OF AMERICA, N.A., and BARCLAYS BANK PLC, as Syndication Agents MUFG UNIONJPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC. and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Syndication Agents BNP PARIBAS SECURITIES CORP., ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, THE TORONTO DOMINION BANK, NEW YORK BRANCH, UNICREDIT BANK AG, NEW YORK BRANCH, U.S. BANK NATIONAL ASSOCIATION, and XXXXX FARGOPNC BANK, NATIONAL ASSOCIATION, and TRUIST BANK as Documentation Agents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 6066 SECTION 1.03. Terms Generally 6067

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments or other Loan Documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents (as such term is defined in the Prior Loan Agreement) executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to Bank, or to grant to Bank a Lien on, any collateral as security for the Obligations of Borrower in respect of the Prior Loan Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. BorrowerBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Original Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Original Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Original Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Original Agreement shall mean the Original Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Original Agreement or any Loan Document executed in connection therewith purports to assign or pledge to Bank, or to grant to Bank a Lien on, any collateral as security for the Obligations of Borrower from time to time existing in respect of the Original Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects in favor of Bank and shall remain effective as of the first date it became effective.

No Novation. Borrower(a) Until this Amendment becomes effective in accordance with its terms and the Amendment Effective Date shall have occurred, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement shall remain in its entirety (full force and therefore, this Agreement effect and shall not constitute or effectuate a novation thereof) be affected hereby. On and after the Amendment Effective Date, all Loans, Letters of Credit and other Obligations obligations of the Loan Parties under the Existing Credit Agreement shall become obligations of the Loan Parties under the Amended Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Amended Credit Agreement. (b) Without limiting the generality of the foregoing, this Amendment shall not extinguish the Loans outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by or any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Liens granted under or the liens or priority of any mortgage, pledge, security agreement Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations Loans outstanding under the Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which shall remain in full force outstanding on and effect, except after the Amendment Effective Date as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithhereby. Except as expressly set forth Nothing implied herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of Holdings, the Borrower or any of its Subsidiaries under any Loan Party Document from any of their its obligations and liabilities as “Holdings,” a “Borrower,” a “Grantor” or liabilities a “Guarantor” under the Existing Credit AgreementAgreement or the other Loan Documents. Notwithstanding any provision of this Amendment, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Amendment Effective Date.

No Novation. BorrowerEach Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any Guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. BorrowerNotwithstanding anything to the contrary contained herein, the Lenders and Agent hereby agree that this Agreement amends is not intended to and restates does not serve to effect a novation of the Obligations under the Existing Credit Agreement in its entirety (and thereforeAgreement. Instead, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations it is the express intention of the Loan Parties outstanding parties hereto to reaffirm the indebtedness created under the Existing Credit Agreement which is evidenced by the notes provided for therein and secured by the Collateral. Borrower acknowledges and confirms that the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of Borrower to Agent and Lenders under the Existing Credit Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under the Notes to be delivered hereunder, and under the Credit Agreement, as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Closing Date foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Documents to particular section numbers in the Existing Credit Agreement shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest cross-references to the Borrower)corresponding sections, as applicable, of this Agreement. Witness the due execution of this Amended and Restated Credit Agreement by the respective duly authorized officers of the undersigned as of the date first written above. CHEROKEE INTERNATIONAL CORPORATION, a Delaware corporation By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Financial Officer GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.Lender Name: /s/ Xxxxxxx X. Boba Its Duly Authorized Signatory

No Novation. Borrower, the Lenders This Second Amended and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Restated Financing ----------- Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Financing Agreement (including without limitation, Section 12.8) or discharge or release the obligations under the Existing Financing Agreement or the liens Lien or 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 Existing Credit Financing Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Second Amended and Restated Financing Agreement shall be construed as a release or other discharge of any Loan Party Borrower or any Guarantor under the Existing Financing Agreement from any of their its obligations and liabilities as a "Borrower" or liabilities under "Guarantor" thereunder. Each of the Borrowers and the Guarantors hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date of this Amendment all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Credit AgreementFinancing Agreement shall mean the Existing Financing Agreement as amended and restated by this Second Amended and Restated Financing Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

No Novation. BorrowerNotwithstanding anything to the contrary contained herein, the Lenders and Agent hereby agree that this Agreement amends is not intended to and restates does not serve to effect a novation of the Obligations under the Existing Credit Agreement in its entirety (and thereforeAgreement. Instead, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations it is the express intention of the Loan Parties outstanding parties hereto to reaffirm the indebtedness created under the Existing Credit Agreement which is evidenced by the notes provided for therein (as amended and restated pursuant to the terms hereof) and secured by the Collateral. Borrower, and each other Credit Party hereby acknowledges and confirms that the liens and security interests granted pursuant to the Financing Documents secure the indebtedness, liabilities and obligations of such Persons to Agent and Lenders under the Existing Credit Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Financing Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under the Notes to be delivered under this Agreement, as the same may be further amended, modified, supplemented or restated from time to time. The Financing Documents and all agreements, instruments and documents executed or delivered in connection with any of the Closing Date foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Financing Documents to particular section numbers in the Existing Credit Agreement shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest cross-references to the Borrower)corresponding sections, Agentas applicable, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan DocumentsAgreement. This Agreement does not extinguish the obligations for the payment Balance of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.Page Intentionally Left Blank

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Loan Agreement (including without limitation, Section 12.8) or discharge or release the obligations under the Existing Loan Agreement or the liens lien or 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 Existing Credit Loan Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any Guarantor under the Existing Loan Party Agreement from any of their obligations and liabilities as a “Borrower” or liabilities “Guarantor” thereunder; provided, however that any Default or Event of Default existing under the Existing Credit Loan Agreement is hereby waived as of the Closing Date, except to the extent such Default or Event of Default constitutes a Default or Event of Default as of the Closing Date under this Agreement, as amended and restated on the Closing Date. The Borrower and each Guarantor hereby (i) confirms and agrees that, except as modified hereby or by instruments executed concurrently herewith, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date of this Agreement all references in any such Loan Document to “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent (as defined in the Existing Loan Agreement) or the Collateral Agent a security interest in or lien on, any collateral as security for the obligations of the Borrower and Guarantors from time to time existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Existing Revolving Credit Agreement or the liens creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefortherefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in, the Existing Revolving Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. Except The Letter of Credit Obligations outstanding under, and as expressly set forth herein defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Letter of Credit Obligations hereunder, all outstanding Revolving Credit Loans under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Revolving Credit Loans hereunder and all interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (including without limitation, Section 12.8prorated in the case of any fractional periods), nothing and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Revolving Credit Agreement from any of their its obligations and liabilities as a "Borrower" or liabilities under "Guarantor" thereunder. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Existing Loan Document to "the Revolving Credit Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Revolving Credit Agreement.Agreement shall mean the Existing Revolving Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to the Agent a security interest in or Lien on any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Revolving Credit Agreement and the Existing Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. DOC ID - 18336046.11 121

No Novation. BorrowerEach Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of such Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a Lien on, any collateral as security for the Obligations of any Borrower from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall is not constitute or effectuate intended to and does not serve to effect a novation thereofof the Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Financing Agreement which may be evidenced by the notes provided for therein and secured by the Collateral. Each Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrowers to Agent and the Lender under the Original Financing Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other terms used therein to describe to refer to the indebtedness, liabilities and obligations of Borrowers to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of each Borrower under the Notes, if any, to be delivered hereunder, and under the Original Financing Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all Loansagreements, Letters of Credit instruments and other Obligations documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended in the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Parties outstanding under Documents to particular section numbers in the Existing Credit Original Loan Agreement as of the Closing Date shall be deemed to be Loanscross-references to the corresponding sections, Letters of Credit and Obligations outstanding under as applicable, to this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement. This Agreement and the other Loan Documents. The rights and duties Documents referred to herein set forth the entire understanding of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders parties with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with subject matter hereof. Any previous term sheets or commitment letters between the terms of parties regarding the Existing Credit Agreement, subject matter hereof are merged into and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of superseded by this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Third Amended and Restated Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Third Amended and Restated Credit Agreement Agreement, the other Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower or any Loan Party Guarantor from any of their its obligations or liabilities under the Existing Third Amended and Restated Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Borrower hereby (a) confirms and agrees that each Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the date hereof, all references in any such Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Third Amended and Restated Credit Agreement shall mean the Third Amended and Restated Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to Lender or the Bank Product Providers or to grant to Lender or the Bank Product Providers a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of Borrower from time to time existing in respect of the Third Amended and Restated Credit Agreement or the Loan Document, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Financing Agreement (including without limitation, Section 12.8) or discharge or release the Obligations under, and as defined in, the Existing Financing Agreement, other than obligations for the payment of the Existing Term Loan D and the discharge and release of the Obligations of the Subordinated Term Loan D Lenders under, and as defined in, the Existing Financing Agreement, or the liens Lien or 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 Obligations outstanding under under, and as defined in, the Existing Credit Financing Agreement or instruments securing the same, which (other than in respect of the Existing Term Loan D) shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Financing Agreement from any of their its obligations and liabilities as a "Borrower" or "Guarantor" thereunder, other than obligations and liabilities under of the Borrowers and the Guarantors specifically related to the Existing Credit Term Loan D. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect without modification or replacement, except as expressly set forth herein, and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Financing Agreement shall mean the Existing Financing Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent a security interest in or Lien on, any Collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects and shall continue to secure the Obligations hereunder.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Amendment shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 4 Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends and restates restatement of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations or Guaranteed Obligations (including the Obligations or Guaranteed Obligations of any predecessor corporations) under, and as defined in, the Existing Credit Agreement or the liens Lien or 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 Obligations or Guaranteed Obligations outstanding under under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to "the Loan Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on, any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.

No Novation. BorrowerThe Loan Parties, the Administrative Agent and the Lenders and Agent hereby agree that that, effective upon the execution and delivery of this Agreement amends by each such party, the terms and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of the Loan Parties outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Loan Party guarantor from any of their its obligations or liabilities under the Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. The Loan Parties hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like 177 [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirm and agree that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. BorrowerThe Loan Parties, the Administrative Agent and the Lenders and Agent hereby agree that that, effective upon the execution and delivery of this Agreement amends by each such party, the terms and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of the Loan Parties outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Loan Party guarantor from any of their its obligations or liabilities under the Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. The Loan Parties hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirm and agree that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Original Credit Agreement (including without limitationAgreement, Section 12.8) or does not discharge the other obligations of Borrowers under the Original Credit Agreement, and does not discharge or release the obligations or liens granted to PNC, as agent, which shall continue to secure the liens “Obligations” under the Original Credit Agreement as renewed, amended, restated and modified hereby and under the Guaranty and Security Agreement, or 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 Existing Original Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their its obligations or liabilities under the Existing Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each Borrower hereby (a) confirms and agrees that each Loan Document (as defined in the Original Credit Agreement) to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date, all references in any such Loan Document (as defined in the Original Credit Agreement) to “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Credit Agreement shall mean the Original Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Loan Document (as defined in the Original Credit Agreement) purports to assign or pledge to any of Agent or the Lender Group or the Bank Product Providers or to grant to any of Agent or the Lender Group or the Bank Product Providers a security interest in or lien on, any collateral as security for the obligations of Borrowers from time to time existing in respect of the Original Credit Agreement or the Loan Documents (as defined in the Original Credit Agreement), such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

No Novation. Borrower, the Lenders This Agreement shall amend and Agent hereby agree that this Agreement amends and restates restate the Existing Credit Term Loan Agreement in its entirety (entirety, with the parties hereby agreeing that there is no novation of the Existing Term Loan Agreement and thereforefrom and after the effectiveness of this Agreement, the rights and obligations of the parties under the Existing Term Loan Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this Agreement, the Obligations under the Existing Term Loan Agreement shall continue as Obligations under this Agreement shall not constitute or effectuate a novation thereof) until otherwise paid in accordance with the terms hereof. Without limiting the generality of the foregoing, the Security Documents and all Loans, Letters of Credit the Collateral described therein do and other shall continue to secure the payment of all Obligations of the Loan Parties outstanding under the Existing Loan Documents, in each case, as amended by this Agreement. On and after the effectiveness of this Agreement, each reference to the “Credit Agreement Agreement” in any other Loan Document shall mean and be a reference to this Agreement. EXHIBIT B EXHIBITS EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Closing Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall be deemed have the meanings given to be Loansthem in the Credit Agreement identified below (the “Credit Agreement”), Letters receipt of Credit a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Obligations outstanding under Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Agreement (Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Borrower Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and each Guarantor hereby assume all such Obligations) without further action by any Person except obligations in [its capacity as otherwise expressly modified by this a Lender][their respective capacities as Lenders] under the Credit Agreement and the other Loan Documents. The Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and duties obligations of Ares [the Assignor][the respective Assignors] under the Facility identified below and AIH (as predecessors in interest ii) to the Borrowerextent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, Agentwhether known or unknown, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined arising under or in accordance connection with the terms of the Existing Credit Agreement, any other Loan Documents or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and duties of Borrower, Agent, obligations sold and assigned pursuant to clause (i) above (the Lenders with respect rights and obligations sold and assigned by [the][any] Assignor to all matters relating [the][any] Assignee pursuant to time periods from clauses (i) and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including assignment is without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effectrecourse to [the][any] Assignor and, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing provided in this Agreement shall be construed as a release Assignment and Acceptance, without representation or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreementwarranty by [the][any] Assignor.

No Novation. BorrowerEach Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Credit Agreement in its entirety (and therefore, this Prior Loan Agreement shall not constitute or effectuate a novation thereof) be and all Loanshereby are amended, Letters of Credit restated and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of such Borrower outstanding under the Existing Credit Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party Borrower from any of their obligations the Obligations or any liabilities under the Existing Credit Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement.”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a Lien on, any collateral as security for the Obligations of any Borrower from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective. 12

No Novation. Borrower(a) This Agreement amends, the Lenders restates and Agent hereby agree that this Agreement amends and restates supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and therefore, this as defined in) the Existing Credit Agreement shall not constitute or effectuate a novation thereofon the Closing Date become Loans hereunder and (ii) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement. On the Closing Date, the Original Revolving A Note and/or Original Revolving B Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Note hereunder, amended and restated by the Note delivered hereunder on or about the Closing Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Revolving Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Original Revolving Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, any Original Revolving Note held by a Lender as of the Closing Date shall be deemed continue to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agenthereunder, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date Closing Date, if requested by 150 the Lender holding such Original Revolving Note, be evidenced by the Note, and shall in any event be determined in accordance with evidenced by, and governed by the provisions terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of this Agreement and such Lender’s failure to deliver any Original Revolving Note held by it to the Loan Documents. This Agreement does not extinguish Borrower for cancellation, subject to the obligations for condition that no Borrower shall make any payment to any Person claiming to be the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority holder of any mortgageOriginal Revolving Note unless such Lender is first notified of such claim and is given the opportunity, pledgeat such Lender’s sole cost and expense, security agreement or to assert any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreementdefenses to such payment.

No Novation. Borrower, the Lenders This Second Amended and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Restated Financing Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations or the liens Lien or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Second Amended and Restated Financing Agreement shall be construed as a release or other discharge of the Borrower, any Guarantor or any other Loan Party from any of their obligations or liabilities under the Existing Credit Agreement (including the Security Agreements, the Pledge Agreements and the Guaranties) from any of its obligations and liabilities as a "Borrower", "Guarantor" or "Loan Party" thereunder. The Borrower and each other Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date of this Second Amended and Restated Financing Agreement all references in any such Loan Document to "the Credit Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Second Amended and Restated Financing Agreement; and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Lenders, or to grant to the Collateral Agent for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of the Borrower, the Guarantors or any other Loan Party from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects.

No Novation. BorrowerIt is the intent of the parties hereto that this Agreement does not constitute a novation of the rights, obligations and liabilities of the Lenders respective parties (including the Obligations) existing under the First Amended and Agent hereby agree Restated Loan and Security Agreement or evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates the Existing Credit Agreement in its entirety the First Amended and Restated Loan and Security Agreement. Without limiting the generality of the foregoing (i) all Revolving Loans outstanding under the First Amended and therefore, this Restated Loan and Security Agreement shall not constitute or effectuate a novation thereofon the Closing Date become Revolving Loans hereunder, (ii) and all Loans, Letters of Credit under the First Amended and Restated Loan and Security Agreement shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations of the Loan Parties outstanding under the Existing Credit First Amended and Restated Loan and Security Agreement as of shall on the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (Agreement. Each of the Borrowers and the Borrower other Obligated Parties hereby ratifies and each Guarantor hereby assume confirms its grant of security interests and Liens in the Collateral (including, without limitation, any and all such Obligations) without further action by any Person except as otherwise expressly modified by this Collateral granted under the Original Loan and Security Agreement, the First Amended and Restated Loan and Security Agreement and the other Loan Documents. The ) in which it has rights and duties of Ares confirms and AIH (as predecessors in interest to the Borrower), Agent, agrees that such Collateral secures any and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit AgreementObligations, and the rights and duties of Borrowerincluding, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforRevolving Loans. Nothing herein contained shall be construed The Borrowers acknowledge and agree that as a substitution or novation of the obligations close of business on January 7, 2010, the Aggregate Revolver Outstandings under and as defined in the First Amended and Restated Loan and Security Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the Existing Credit Agreement First Amended and Restated Loan and Security Agreement) is $317,482,878.43. As of the date hereof, none of the Obligated Parties or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Existing First Amended and Restated Loan and Security Agreement. As of the date hereof immediately prior to the amendment and restatement of the First Amended and Restated Loan and Security Agreement contemplated herein, there exists no Default or Event of Default under and as defined in the First Amended and Restated Loan and Security Agreement. The Obligated Parties hereby irrevocably and unconditionally release the Agents and the other Credit Providers from any and all actions, causes of action, damages, judgments, executions and claims arising on or prior to the Closing Date under or with respect to the First Amended and Restated Loan and Security Agreement, any of the other Loan Documents (as defined in the First Amended and Restated Loan and Security Agreement) or any of the transactions contemplated thereby.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends and restates nor the Existing effectiveness of the Restated Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Original Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Finance Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Second Restatement Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained including, for the avoidance of doubt, the conversion of a portion of the Revolving Credit Commitments into Revolving B Credit Commitments, shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Original Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8by the Restated Credit Agreement) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any other Obligor under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and in the Restated Credit Agreement. The Original Credit Agreement and each of the other Finance Documents shall remain in full force and effect, until and except as modified hereby (including by the Restated Credit Agreement). This Agreement shall constitute a Finance Document for all purposes of the Original Credit Agreement and the Restated Credit Agreement. Each Guarantor (other than Parent) further agrees that nothing in the Restated Credit Agreement, this Agreement or liabilities under any other Finance Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Restated Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends nor the effectiveness of the Amended and restates the Existing Restated Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Original Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Restatement Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Except as expressly provided, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Original Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8by the Amended and Restated Credit Agreement) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement, the Amended and Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Company under the Original Credit Agreement or the Company or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and in the Amended and Restated Credit Agreement. The Original Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby (including by the Amended and Restated Credit Agreement). This Agreement shall constitute a Loan Document for all purposes of the Original Credit Agreement and the Amended and Restated Credit Agreement. Each Guarantor further agrees that nothing in the Amended and Restated Credit Agreement, this Agreement or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Amended and Restated Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends and restates nor the Existing Credit Agreement in its entirety (and thereforeexecution, this Agreement shall not constitute delivery or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations effectiveness of the Loan Parties Second Amendment shall extinguish the obligations outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and Security Documents or the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) Documents or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement or any other security thereforthe Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement Security Documents or the other Loan Documents or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement Agreement, the Second Amendment, the Security Documents, the other Loan Documents or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of any of the Borrower or any other Loan Party from any of their its obligations and liabilities as a “Borrower,” “Guarantor,” “Loan Party,” or liabilities “Grantor” under the Existing Second Amendment, this Agreement, the Security Documents or any other Loan Document. Each of this Agreement and the Security Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or in connection herewith. 119 EXHIBIT B FORM OF CLOSING CERTIFICATE CLOSING CERTIFICATE Pursuant to Section 3(d) of the Second Amendment, dated as of June 3, 2019 (the “Amendment”), to the ABL Credit Agreement, dated as of May 31, 2015 (the “Credit Agreement” and the Credit Agreement, as amended by the First Amendment, dated as of September 27, 2016 and the Amendment, the “Amended Credit Agreement”; terms defined in the Amended Credit Agreement being used herein as therein defined), among TTM Technologies, Inc. (the “Borrower”), the Lenders party thereto, certain other parties and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the undersigned [INSERT TITLE OF OFFICER] of the Borrower, in such capacity and not in an individual capacity, hereby certifies as follows: Each of the representations and warranties made by any Loan Party in or pursuant to the Amendment, the Amended Credit Agreement and the other Loan Documents is true and correct in all material respects (or in all respects if qualified by materiality) on and as of the date hereof, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date. No Default or Event of Default has occurred and is continuing on the date hereof immediately prior to and immediately after giving effect to the Amendment.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Revolver Extension Amendment shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the First Revolver Extension Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Revolver Extension Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Revolver Extension Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Revolver Extension Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Revolver Extension Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document from any of their its obligations and liabilities as Borrower, Guarantor or liabilities pledgor under any of the Existing Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the “Credit Agreement.” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the Agents. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1 Guarantors Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Schedule 2.01(a) Commitments LENDER COMMITMENT PRO RATA SHARE Centre Lane Partners Master Credit Fund II, L.P. $16,416,905 100.00% Total: $16,416,905 100.00% Schedule 5.02 Authorizations; No Contravention None. Schedule 5.03 Governmental Authorization; Other Consents None. Schedule 5.07(b) Owned Real Property None. Leased Real Property 200 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 1000 Xxxxxxxx, Xxxxxxx, XX (WeWork, Inc.) 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 Office space in Hertsliya, Israel Schedule 5.08

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document from any of their its obligations and liabilities as Borrower, Guarantor or liabilities pledgor under any of the Existing Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the “Credit Agreement.” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the Agents. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written. CL Media Holdings LLC, as Borrower By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1

No Novation. Borrower, the Lenders The terms and Agent hereby agree that this Agreement amends and restates conditions of the Existing Credit Agreement are amended as set forth in, and restated in its their entirety and superseded by, Exhibit A to this Amendment No. 5. Nothing in this Amendment No. 5 (and therefore, this Agreement shall not constitute or effectuate a novation thereofincluding Exhibit A hereto) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters a novation of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined Obligations as defined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Revolving Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. Notwithstanding any provision of this Amendment No. 5 or any other Loan Document or instrument executed in connection herewith, the execution and delivery of this Amendment No. 5 and the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the Obligations owed by the Loan Parties under the Existing Credit Agreement. The Existing Credit Agreement as amended and restated pursuant to the terms set forth in Exhibit A shall be deemed to be a continuing agreement among the parties, and all documents, instruments securing and agreements delivered pursuant to or in connection with the same, which Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Amendment No. 5 shall remain in full force and effect, except each in accordance with its terms, as modified hereby (including without limitationof the date of delivery or such other date as contemplated by such document, Section 12.8) instrument or by instruments executed concurrently herewith. Except agreement to the same extent as expressly if the modifications to the Existing Credit Agreement contained herein were set forth herein (in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment No. 5, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. The amendments provided for herein, including without limitationin Exhibit A hereto, Section 12.8)shall not, nothing in this Agreement shall any manner, be construed as to impair, limit, cancel or extinguish, or constitute a release or novation in respect of, the Indebtedness and other discharge obligations and liabilities of any Loan Party from any of their obligations evidenced by or liabilities arising under the Existing Credit AgreementAgreement or the other Loan Documents.

No Novation. Borrower(a) As of the Closing Date, the Revolving Commitments under (and as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and Agent hereby agree that as defined in) the Existing Credit Agreement shall be Lenders under this Agreement amends with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such termination and repayment, the Existing Credit Agreement shall be amended, restated and superseded in its entirety by this Agreement. This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety (and therefore, this Agreement shall is not constitute intended to be or effectuate operate as a novation thereofor an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) and all Loans, Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under (and as defined in) the Existing Credit Agreement of each applicable Departing Lender shall be repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” under (and as defined in) the Existing Credit Agreement shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Commitments hereunder reflect such Lender’s pro rata share of the outstanding aggregate Loans and Revolving Commitments on the Closing Date, and (iv) all other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of shall on the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrowerextent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, Agentinterest and all other amounts payable thereunder, then such terms shall survive the amendment and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms restatement of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, the Lenders This Agreement constitutes an amendment and Agent hereby agree that this Agreement amends restatement of and restates supersedes the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Financing Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Financing Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Existing Financing Agreement or the liens Lien or priority of any mortgage, pledge, security agreement or any other security therefortherefor except as provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in, the Existing Credit Financing Agreement or any of the instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby (including without limitation, Section 12.8) or by instruments or documents executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Financing Agreement from any of their its obligations and liabilities as a "Borrower" or liabilities under "Guarantor" thereunder except as provided herein. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Credit AgreementFinancing Agreement shall mean the Existing Financing Agreement as amended and restated and superseded by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent or any Lender a security interest in, or Lien on, any collateral as security for the obligations of the Loan Parties from time to time existing in respect of the Existing Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, as amended hereby or thereby.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this This Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) Security Documents or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement or any other security thereforthe Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the sameSecurity Documents, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party as a “Borrower,” “Guarantor,” “Subsidiary Guarantor,” “Loan Party,” or “Grantor” under any Security Document. EXHIBIT B-1 CONTINUING TERM LENDER ADDENDUM This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Replacement Facility Amendment, dated as of September 30, 2015 (the “Amendment”) to the Credit Agreement dated as of June 28, 2013, as amended as of June 8, 2015 (the “Credit Agreement”), among, ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (the “Co-Borrower”), the several banks and other financial institutions or entities from any time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable. By executing this Lender Addendum as a Continuing Term Lender, the undersigned institution agrees (A) to the terms of their obligations or liabilities the Amendment and the Amended Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to continue its Existing Term Loans as New Term Loans on the Restatement Date in the amount of its New Term Loan Commitment and (C) that on the Restatement Date, it is subject to, and bound by, the terms and conditions of the Amended Credit Agreement and other Loan Documents as a Lender thereunder and its New Term Loans will be “Term Loans” under the Existing Amended Credit Agreement. Name of Institution: Executing as a Continuing Term Lender: By: Name: Title: For any institution requiring a second signature line: By: Name: Title: [ ] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS TERM LOANS EXHIBIT B-2 ADDITIONAL TERM LENDER ADDENDUM This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Replacement Facility Amendment, dated as of September 30, 2015 (the “Amendment”) to the Credit Agreement dated as of June 28, 2013, as amended as of June 8, 2015 (the “Credit Agreement”), among, ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (the “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable. By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to make and fund New Term Loans on the Restatement Date in the amount of such Additional Term Lender’s New Term Loan Commitment and (C) that on the Restatement Date, it is subject to, and bound by, the terms and conditions of the Amended Credit Agreement and other Loan Documents as a Lender thereunder and its New Term Loans will be “Term Loans” under the Amended Credit Agreement. Name of Institution: Executing as an Additional Term Lender: By: Name: Title: For any institution requiring a second signature line: By: Name: Title: EXHIBIT B-3 CONTINUING REVOLVING LENDER ADDENDUM This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Replacement Facility Amendment, dated as of September 30, 2015 (the “Amendment”) to the Credit Agreement dated as of June 28, 2013, as amended as of June 8, 2015 (the “Credit Agreement”), among, ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (the “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable. By executing this Lender Addendum as a Continuing Revolving Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to continue its Existing Revolving Commitments as New Revolving Commitments on the Restatement Date in the amount of its New Revolving Commitment, (C) on the Restatement Date to make New Revolving Loans in the amount required to give effect to the provisions of Section 2.5(c) of the Amended Credit Agreement and (D) that on the Restatement Date, it is subject to, and bound by, the terms and conditions of the Amended Credit Agreement and other Loan Documents as a Lender thereunder and its New Revolving Commitments and New Revolving Loans will be “Revolving Commitments” or “Revolving Loans”, as applicable, under the Amended Credit Agreement. Name of Institution: Executing as a Continuing Revolving Lender: By: Name: Title: For any institution requiring a second signature line: By: Name: Title: [ ] CHECK HERE IF LENDER ELECTS A CASHLESS ROLL OF ITS REVOLVING LOANS, IF ANY EXHIBIT B-4 ADDITIONAL REVOLVING LENDER ADDENDUM This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Replacement Facility Amendment, dated as of September 30, 2015 (the “Amendment”) to the Credit Agreement dated as of June 28, 2013, as amended as of June 8, 2015 (the “Credit Agreement”), among, ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (the “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable. By executing this Lender Addendum as an Additional Revolving Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Amended Credit Agreement, (B) on the terms and subject to the conditions set forth in the Amendment and the Amended Credit Agreement, to provide New Revolving Commitments on and after the Restatement Date in the amount of such Additional Revolving Lender’s New Revolving Commitment, (C) on the Restatement Date to make New Revolving Loans in the amount required to give effect to the provisions of Section 2.5(c) of the Amended Credit Agreement and (D) that on the Restatement Date, it is subject to, and bound by, the terms and conditions of the Amended Credit Agreement and other Loan Documents as a Lender thereunder and its New Revolving Commitments and New Revolving Loans will be “Revolving Commitments” or “Revolving Loans”, as applicable, under the Amended Credit Agreement. Name of Institution: Executing as an Additional Revolving Lender: By: Name: Title: For any institution requiring a second signature line: By: Name: Title: EXHIBIT C FORM OF ACKNOWLEDGMENT AND CONFIRMATION ACKNOWLEDGEMENT AND CONFIRMATION Each of the parties hereto hereby acknowledges and consents to the Replacement Facility Amendment, dated as of September 30, 2015 (the “Amendment”) to the Credit Agreement dated as of June 28, 2013, as amended as of June 8, 2015 (the “Credit Agreement”), among, ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (the “Co-Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other agents parties thereto, and agrees with respect to each Loan Document to which it is a party:

No Novation. BorrowerThe parties hereto hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the Lenders terms and Agent hereby agree that this Agreement amends and restates provisions of the Existing Prior Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date Documents shall be deemed to be Loansand hereby are amended, Letters of Credit restated and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action superseded in their entirety by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security thereforAgreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrowers outstanding under the Existing Prior Credit Agreement Documents or instruments securing the same, which obligations shall remain in full force and effect, except as to the extent that the terms thereof are modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrowers, or any Loan Party Guarantor from any of their its obligations or liabilities under the Existing Prior Credit Agreement Documents or any of the security agreements, pledge agreements, mortgages, other Loan Documents, environmental indemnities, or guaranties executed in connection therewith. Borrowers hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to the "the Credit Agreement.", "Advance Formula Agreement", "Addendum", "Master Revolving Notes", "thereto", "thereof", "thereunder" or words of like import referring to the Prior Credit Agreement Documents shall mean the Prior Credit Agreement Documents as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Credit Agreement Documents or any other Loan Document executed in connection therewith purports to collaterally assign or pledge to Agent, or to grant to Agent, a security interest in or lien on, any collateral as security for the Indebtedness from time to time existing in respect of the Prior Credit Agreement Documents, such pledge, collateral assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects as a collateral assignment, pledge or grant to Agent for the ratable benefit of Lenders, and shall remain effective as of the first date it became effective. Section 9.14

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends and restates nor the Existing Credit Agreement in its entirety (and thereforeexecution, this delivery or effectiveness of the Amendment Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement, the Existing Collateral Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the Existing Collateral Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement, the Amendment Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, any Loan Borrower or any Subsidiary Party under any Security Document from any of their its obligations and liabilities as “Holdings”, a “Borrower”, the “U.S. Borrower”, the “Canadian Borrower”, the “Dutch Borrower”, the “U.K. Borrowers”, a “Subsidiary Loan Party”, a “Pledgor”, a “Guarantor” or liabilities a “Grantor” under the Existing Credit Agreement, the Existing Collateral Agreement or the other Security Documents. Each of the Existing Credit Agreement, the Existing Collateral Agreement and the other Security Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or by the Amendment Agreement or in connection herewith and therewith.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement. Judgment Currency . This is an international loan transaction in which the specification of Dollars or any Alternative Currency, as the case may be (the “Specified Currency”), and payment in New York City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans or reimbursement obligations denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Agent or any Lender hereunder or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders Other than with respect to all matters relating to time periods prior to the Restatement Effective Date Revolving Credit Refinanced Debt Facility as expressly set forth herein, this Amendment shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Refinancing Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Other than with respect to the Revolving Credit Refinanced Debt Facility as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Amendment shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 1 Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Existing Credit Agreement or the liens Lien or 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 Obligations outstanding under under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations Borrower or liabilities Guarantor under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each Borrower hereby (a) confirms and agrees that the Existing Credit Agreement and Loan Documents (as defined in the Existing Credit Agreement) to which such Person is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects except that on and after the Fifth Amendment Date all references in any such “Loan Document,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (b) confirm and agree that to the extent that any such Loan Documents purports to assign or pledge to Administrative Agent a security interest in or Lien on, any collateral as security for the obligations of Borrowers or Guarantors from time to time existing in respect of the Existing Credit Agreement, this Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respect.

No Novation. Borrower, the Lenders and Agent hereby agree that Until this Agreement amends becomes effective in accordance with its terms and restates the Restatement Effective Date shall have occurred, the Existing Credit Agreement and the Existing Guarantee Agreement shall remain in its entirety full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, (a) all obligations of the U.S. Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower under the Restated Credit Agreement and thereforethe provisions of the Existing Credit Agreement shall be superseded by the provisions of the Restated Credit Agreement and (b) all obligations of the Loan Parties (other than the Released Loan Parties) under the Existing Guarantee Agreement shall become obligations of the Loan Parties under the Restated Guarantee Agreement and the provisions of the Existing Guarantee Agreement shall be superseded by the provisions of the Restated Guarantee Agreement. Without limiting the generality of the foregoing, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of extinguish the Loan Parties Loans outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by or any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitationor, Section 12.8) or discharge or other than with respect to the Released Loan Parties, release the obligations Liens granted under or the liens or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations Loans outstanding under the Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which shall remain in full force outstanding on and effect, except after the Restatement Effective Date as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithhereby. Except as expressly set forth Nothing implied herein (including without limitation, Section 12.8), nothing in this Agreement other than the provisions that apply to Released Loan Parties) shall be construed as a release or other discharge of the U.S. Borrower or any Subsidiary thereof under any Loan Party Document from any of their its obligations and liabilities as the “Borrower”, a “Grantor” or liabilities a “Guarantor” under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date. On and after the Restatement Effective Date, any reference in the Loan Documents to (a) the Existing Credit Agreement shall mean the Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Restated Guarantee Agreement and (c) the Existing U.S. Security Agreement shall mean the Amended U.S. Security Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders Other than with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit AgreementTerm B Loans as expressly set forth herein, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date this Incremental Term Facility Amendment shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fourth Incremental Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Incremental Term Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Incremental Term Facility Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Incremental Term Facility Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Incremental Term Facility Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Existing Revolving Credit Agreement or the liens creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefortherefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in, the Existing Revolving Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit 102 Agreement and prior to the Effective Date. Except All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as expressly set forth herein of the Effective Date (including without limitation, Section 12.8prorated in the case of any fractional periods), nothing and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Revolving Credit Agreement from any of their its obligations and liabilities as a “Borrower” or liabilities under “Guarantor” thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Revolving Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Revolving Credit Agreement.Agreement shall mean the Existing Revolving Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Revolving Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. 103

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders Other than with respect to all matters relating to time periods prior to the Restatement Effective Date existing Term B Loans as expressly set forth herein, this Eighth Term Loan Amendment shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Eighth Term Loan Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Other than with respect to the existing Term B Loans as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Eighth Term Loan Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Eighth Term Loan Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Eighth Term Loan Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Eighth Term Loan Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders Other than with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit AgreementTerm A Loans as expressly set forth herein, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date this Term A Loan Refinancing Amendment shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Term A Loan Refinancing Amendment Effective Date in favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing Other than with respect to the Existing Term A Loans as expressly set forth herein, nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding AMERICAS 93191967 under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement Term A Loan Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Party Document from any of their its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Term A Loan Refinancing Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Term A Loan Refinancing Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Term A Loan Refinancing Amendment or liabilities under any other Loan Document shall be deemed to require the Existing consent of such Guarantor to any future amendment to the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Amendment shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8except to the extent repaid as provided herein or in the Credit Agreement) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithherewith and except to the extent repaid as provided herein. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document from any of their its obligations and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents (except to the extent repaid as provided herein). All of the Liens and security interests created and arising under any Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Existing Credit AgreementAgreement and under its guarantees, if any, in the Loan Documents. [Remainder of page left blank intentionally] 064310-0685-17142-Active.27929011.7 UNIVERSAL HEALTH SERVICES, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Executive Vice President UHS OF DELAWARE, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President ASCEND HEALTH CORPORATION CCS/LANSING, INC. CHILDREN’S COMPREHENSIVE SERVICES, INC. DEL AMO HOSPITAL, INC. FRONTLINE BEHAVIORAL HEALTH, INC. LANCASTER HOSPITAL CORPORATION MCALLEN MEDICAL CENTER, INC. MERION BUILDING MANAGEMENT, INC. MERIDELL ACHIEVEMENT CENTER, INC. NORTHWEST TEXAS HEALTHCARE SYSTEM, INC. OAK PLAINS ACADEMY OF TENNESSEE, INC. PARK HEALTHCARE COMPANY PENNSYLVANIA CLINICAL SCHOOLS, INC. PSI SURETY, INC. RIVER OAKS, INC. SOUTHEASTERN HOSPITAL CORPORATION SPARKS FAMILY HOSPITAL, INC. STONINGTON BEHAVIORAL HEALTH, INC. TEMECULA VALLEY HOSPITAL, INC. THE XXXXXX, INC. TWO RIVERS PSYCHIATRIC HOSPITAL, INC. UHS CHILDREN’S SERVICES, INC. UHS HOLDING COMPANY, INC. UHS OF CORNERSTONE, INC. UHS OF CORNERSTONE HOLDINGS, INC. UHS OF D.C., INC. UHS OF DENVER, INC. UHS OF FAIRMOUNT, INC. UHS OF XXXXXX, INC. UHS OF GEORGIA, INC. UHS OF GEORGIA HOLDINGS, INC. UHS OF HAMPTON, INC. UHS OF XXXXXXXXX, INC. UHS OF OKLAHOMA, INC. UHS OF PARKWOOD, INC. UHS OF PENNSYLVANIA, INC. UHS OF PROVO CANYON, INC. UHS OF PUERTO RICO, INC. UHS OF RIVER PARISHES, INC. UHS OF SPRING MOUNTAIN, INC. UHS OF TEXOMA, INC. UHS OF TIMBERLAWN, INC. UHS OF TIMPANOGOS, INC. UHS OF WESTWOOD PEMBROKE, INC. UHS OF WYOMING, INC. UHS SAHARA, INC. UHS-CORONA, INC. UNITED HEALTHCARE OF XXXXXX, INC. UNIVERSAL HEALTH SERVICES OF PALMDALE, INC. UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC. VALLEY HOSPITAL MEDICAL CENTER, INC. WISCONSIN AVENUE PSYCHIATRIC CENTER, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President ABS LINCS SC, INC. ABS LINCS VA, INC. ALLIANCE HEALTH CENTER, INC. ALTERNATIVE BEHAVIORAL SERVICES, INC. BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. BHC ALHAMBRA HOSPITAL, INC. BHC BELMONT PINES HOSPITAL, INC. BHC FAIRFAX HOSPITAL, INC. BHC FOX RUN HOSPITAL, INC. BHC FREMONT HOSPITAL, INC. BHC HEALTH SERVICES OF NEVADA, INC. BHC HERITAGE OAKS HOSPITAL, INC. BHC HOLDINGS, INC. BHC INTERMOUNTAIN HOSPITAL, INC. BHC MONTEVISTA HOSPITAL, INC. BHC SIERRA VISTA HOSPITAL, INC. BHC STREAMWOOD HOSPITAL, INC. BRENTWOOD ACQUISITION, INC. BRENTWOOD ACQUISITION - SHREVEPORT, INC. XXXXX XXXX HOSPITAL, INC. CANYON RIDGE HOSPITAL, INC. CALVARY CENTER, INC. CEDAR SPRINGS HOSPITAL, INC. FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH FORT LAUDERDALE HOSPITAL, INC. FRN, INC. GREAT PLAINS HOSPITAL, INC. GULF COAST TREATMENT CENTER, INC. H. C. CORPORATION HARBOR POINT BEHAVIORAL HEALTH CENTER, INC. HAVENWYCK HOSPITAL INC. HHC AUGUSTA, INC. HHC DELAWARE, INC. HHC INDIANA, INC. HHC OHIO, INC. HHC RIVER PARK, INC. HHC SOUTH CAROLINA, INC. HHC ST. XXXXXX, INC. HORIZON HEALTH AUSTIN, INC. HORIZON HEALTH CORPORATION HSA HILL CREST CORPORATION KIDS BEHAVIORAL HEALTH OF UTAH, INC. XXXXXX XXXX BEHAVIORAL HEALTH CENTER, INC. MICHIGAN PSYCHIATRIC SERVICES, INC. NORTH SPRING BEHAVIORAL HEALTHCARE, INC. PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC. PREMIER BEHAVIORAL SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC. RAMSAY YOUTH SERVICES OF GEORGIA, INC. RIVEREDGE HOSPITAL HOLDINGS, INC. SPRINGFIELD HOSPITAL, INC. SUMMIT OAKS HOSPITAL, INC. TEXAS HOSPITAL HOLDINGS, INC. WINDMOOR HEALTHCARE INC. WINDMOOR HEALTHCARE OF PINELLAS PARK, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President AIKEN REGIONAL MEDICAL CENTERS, LLC DHP 2131 K ST, LLC LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC PALM POINT BEHAVIORAL HEALTH, LLC TENNESSEE CLINICAL SCHOOLS, LLC TURNING POINT CARE CENTER, LLC UHS OF XXXXXX, LLC UHS OF BOWLING GREEN, LLC UHS OF GREENVILLE, LLC UHS OF LAKESIDE, LLC UHS OF PHOENIX, LLC UHS OF RIDGE, LLC UHS OF ROCKFORD, LLC UHS OF TUCSON, LLC UHS SUB III, LLC UHSD, LLC WELLINGTON REGIONAL MEDICAL CENTER, LLC By: Universal Health Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Executive Vice President FORT XXXXXX MEDICAL CENTER, L.P. By: Fort Xxxxxx Medical Center, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President FRONTLINE HOSPITAL, LLC FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC By: Frontline Behavioral Health, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYS GROUP HOLDINGS LLC By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE/CCS PARTNERS LLC By: Children’s Comprehensive Services, Inc. Its Minority Member By: KEYS Group Holdings LLC Its Managing Member and sole member of the minority member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE CONTINUUM, LLC KEYSTONE NPS LLC KEYSTONE RICHLAND CENTER, LLC By: Keystone/CCS Partners LLC Its managing member By: Children’s Comprehensive Services, Inc. Its minority member By: KEYS Group Holdings LLC Its managing member and sole member of the minority member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE EDUCATION AND YOUTH SERVICES, LLC By: KEYS Group Holdings LLC Its sole member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE XXXXXX, LLC KEYSTONE MEMPHIS, LLC KEYSTONE NEWPORT NEWS, LLC KEYSTONE WSNC, L.L.C. By: Keystone Education and Youth Services, LLC Its sole member By: KEYS Group Holdings LLC Its sole member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President MANATEE MEMORIAL HOSPITAL, L.P. By: Wellington Regional Medical Center, LLC Its general partner By: Universal Health Services, Inc., Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Executive Vice President MCALLEN HOSPITALS, L.P. By: McAllen Medical Center, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXXXXXX METHODIST HOSPITAL, L.L.C. By: UHS of River Parishes, Inc. Its managing member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President THE BRIDGEWAY, LLC GULPH XXXXX ASSOCIATES, LLC TBD ACQUISITION II, LLC UHS KENTUCKY HOLDINGS, L.L.C. UHS OF NEW ORLEANS, LLC UHS OF LANCASTER, LLC UHSL, L.L.C. By: UHS of Delaware, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President UHS OF ANCHOR, L.P. UHS OF LAUREL HEIGHTS, L.P. UHS OF PEACHFORD, L.P. By: UHS of Georgia, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF CENTENNIAL PEAKS, L.L.C. By: UHS of Denver, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF DOVER, L.L.C. By: UHS of Rockford, LLC Its sole member By: Universal Health Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President UHS OF DOYLESTOWN, L.L.C. By: UHS of Pennsylvania, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF SALT LAKE CITY, L.L.C. By: UHS of Provo Canyon, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF SAVANNAH, L.L.C. By: UHS of Georgia Holdings, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OKLAHOMA CITY LLC UHS OF SPRINGWOODS, L.L.C. By: UHS of New Orleans, LLC Its sole member By: UHS of Delaware, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President UHS OF SUMMITRIDGE, LLC By: UHS of Peachford, L.P. Its managing member By: UHS of Georgia, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President PSYCHIATRIC SOLUTIONS HOSPITALS, LLC By: Psychiatric Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President DIAMOND GROVE CENTER, LLC KMI ACQUISITION, LLC LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC PSJ ACQUISITION, LLC SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC SUNSTONE BEHAVIORAL HEALTH, LLC TBD ACQUISITION, LLC By: Psychiatric Solutions Hospitals, LLC Its Sole Member By: Psychiatric Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President ATLANTIC SHORES HOSPITAL, L.L.C. EMERALD COAST BEHAVIORAL HOSPITAL, LLC OCALA BEHAVIORAL HEALTH, LLC PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C. By: Palmetto Behavioral Health Holdings, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C. By: Palmetto Behavioral Health System, L.L.C. Its Sole Member By: Palmetto Behavioral Health Holdings, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President RAMSAY MANAGED CARE, LLC SAMSON PROPERTIES, LLC TBJ BEHAVIORAL CENTER, LLC THREE RIVERS HEALTHCARE GROUP, LLC WEKIVA SPRINGS CENTER, LLC ZEUS ENDEAVORS, LLC By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President SP BEHAVIORAL, LLC UNIVERSITY BEHAVIORAL, LLC By: Ramsay Managed Care, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President THREE RIVERS BEHAVIORAL HEALTH, LLC By: Three Rivers Healthcare Group, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President THE NATIONAL DEAF ACADEMY, LLC By: Zeus Endeavors, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President WILLOW SPRINGS, LLC By: BHC Health Services of Nevada, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BHC PINNACLE POINTE HOSPITAL, LLC BHC PROPERTIES, LLC COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC XXXXX VISTA HOSPITAL PARTNERS, LLC By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BHC MESILLA VALLEY HOSPITAL, LLC By: BHC Properties, LLC Its Sole Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC By: BHC Properties, LLC Its Sole Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXX HILL HOSPITAL, LLC ROLLING HILLS HOSPITAL, LLC By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President CUMBERLAND HOSPITAL PARTNERS, LLC By: BHC Properties, LLC Its Sole Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President CUMBERLAND HOSPITAL, LLC By: Cumberland Hospital Partners, LLC Its Managing Member By: BHC Properties, LLC Its Minority Member and Sole Member of the Managing Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXX VISTA, LLC By: BHC of Indiana, General Partnership Its Sole Member By: Columbus Hospital Partners, LLC Its General Partner By: Lebanon Hospital Partners, LLC Its General Partner By: Northern Indiana Partners, LLC Its General Partner By: Xxxxx Vista Hospital Partners, LLC Its General Partner By: Behavioral Healthcare LLC The Sole Member of each of the above General Partners By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXXXXXX REGIONAL HOSPITAL ACQUISITION, LLC By: Xxxxxxxxx Holdings, Inc. Its Minority Member By: Behavioral Healthcare LLC Its Managing Member and Sole Member of the Minority Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BEHAVIORAL HEALTHCARE, LLC By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President HORIZON HEALTH HOSPITAL SERVICES, LLC HORIZON MENTAL HEALTH MANAGEMENT, LLC By: Horizon Health Corporation Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President HHC POPLAR SPRINGS, LLC KINGWOOD PINES HOSPITAL, LLC HHC PENNSYLVANIA, LLC XXXXXX XXXXXX OF FLORIDA, LLC TOLEDO HOLDING CO., LLC By: Horizon Health Hospital Services, LLC Its Sole Member By: Horizon Health Corporation Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President HICKORY TRAIL HOSPITAL, X.X. XXXXXXXX HOSPITAL, L.P. NEURO INSTITUTE OF AUSTIN, L.P. TEXAS CYPRESS CREEK HOSPITAL, L.P. TEXAS XXXXXX XXXXX HOSPITAL, L.P. TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P. TEXAS SAN MARCOS TREATMENT CENTER, L.P. TEXAS WEST OAKS HOSPITAL, L.P. By: Texas Hospital Holdings, LLC Its General Partner By: Psychiatric Solutions Hospitals, LLC Its Sole Member By: Psychiatric Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President SHC-KPH, LP By: HHC Kingwood Investment, LLC Its General Partner By: Horizon Health Hospital Services, LLC Sole member of the General Partner By: Horizon Health Corporation Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President

No Novation. Borrower, the Lenders and Agent hereby agree that Until this Agreement amends becomes effective in accordance with its terms and restates the Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in its entirety (full force and thereforeeffect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of the U.S. Borrower and the Canadian Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower and the Canadian Borrower, respectively, under the Restated Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Restated Credit Agreement. Without limiting the generality of the foregoing, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of extinguish the Loan Parties Loans outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by or any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Liens granted under or the liens or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations Loans outstanding under the Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which shall remain in full force outstanding on and effect, except after the Restatement Effective Date as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithhereby. Except as expressly set forth Nothing implied herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of the U.S. Borrower, the Canadian Borrower or any of their respective Subsidiaries under any Loan Party Document from any of their its obligations and liabilities as a “Borrower”, a “Grantor” or liabilities a “Guarantor” under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date. On and after the Restatement Effective Date, any reference in the Loan Documents to (a) the Existing Credit Agreement shall mean the Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Existing Guarantee Agreement as amended hereby and (c) the Existing U.S. Security Agreement shall mean the Existing U.S. Security Agreement as amended hereby.

No Novation. Borrower, the Lenders This Amended and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Restated Financing Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations or the liens Lien or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Financing Agreement shall be construed as a release or other discharge of the Borrowers or any Loan Party from any of their obligations or liabilities Guarantor under the Existing Credit Agreement (including the Security Agreements, the Pledge Agreements and the Guaranties) from any of its obligations and liabilities as a “Borrower” or a “Guarantor” thereunder. The Borrowers and each Guarantor hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date of this Financing Agreement all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Financing Agreement; and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Lenders, or to grant to the Collateral Agent for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of the Borrower or the Guarantors from time to time existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects.

No Novation. Borrower, the Lenders This Amended and Agent hereby agree that this Agreement amends and restates the Existing Restated Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations or the liens Lien or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Amended and Restated Credit Agreement shall be construed as a release or other discharge of any Borrower, Guarantor or any other Loan Party from any of their obligations or liabilities under the Existing Credit Agreement (including the Collateral and Guarantee Agreement and the Parent Pledge Agreements) from any of its obligations and liabilities as a "Borrower", "Guarantor" or "Loan Party" thereunder. The Borrower and each other Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date of this Amended and Restated Credit Agreement all references in any such Loan Document to "the Credit Agreement.", "thereto", "thereof", "thereunder" or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Amended and Restated Credit Agreement; and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement This Amendment shall not constitute extinguish or effectuate a novation thereof) and all Loans, Letters of Credit and other otherwise modify the Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitationor discharge, Section 12.8) release or discharge or release otherwise modify the obligations or the liens or priority Lien of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and in full force and effect with respect to all Secured Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the samesame (except as otherwise expressly provided with respect to the Loan Repayment), which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Amendment or any document contemplated hereby (i) shall by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document or (ii) shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Amendment (except as otherwise expressly provided with respect to the Loan Repayment). The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, except as modified hereby. Nothing herein shall be deemed to entitle any Loan Party from to a consent to, or a waiver, amendment, modification or other change of, any of their obligations the terms, conditions, obligations, covenants or liabilities under agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof’ and words of similar import in the Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

No Novation. Borrower, the Lenders and Agent hereby agree that Neither this Agreement amends nor the effectiveness of the Amended and restates the Existing Restated Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations Obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8except as otherwise expressly provided with respect to the Term Loan Repayment) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Loan Document or any other security therefortherefor or any guarantee thereof, and the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the samesame (except as otherwise expressly provided with respect to the Term Loan Repayment), which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing expressed or implied in this Agreement, the Amended and Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities the Borrower under the Existing Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and in the Amended and Restated Credit Agreement (except as otherwise expressly provided with respect to the Term Loan Repayment). The Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Agreement shall constitute a Loan Document for all purposes of the Existing Credit Agreement and the Amended and Restated Credit Agreement.

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall is not constitute or effectuate intended to and does not serve to effect a novation thereofof the Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Financing Agreement which may be evidenced by the notes provided for therein and secured by the Collateral. Each Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrowers to Agent and the Lender under the Original Financing Agreement, as amended and restated hereby, and that the term "Obligations" as used in the Loan Documents (or any other terms used therein to describe to refer to the indebtedness, liabilities and obligations of Borrowers to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of each Borrower under the Notes, if any, to be delivered hereunder, and under the Original Financing Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all Loansagreements, Letters of Credit instruments and other Obligations documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended in the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Parties outstanding under Documents to particular section numbers in the Existing Credit Original Loan Agreement as of the Closing Date shall be deemed to be Loanscross-references to the corresponding sections, Letters of Credit and Obligations outstanding under as applicable, to this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement. This Agreement and the other Loan Documents. The rights and duties Documents referred to herein set forth the entire understanding of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders parties with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with subject matter hereof. Any previous term sheets or commitment letters between the terms of parties regarding the Existing Credit Agreement, subject matter hereof are merged into and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of superseded by this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the Existing Credit Agreement.

No Novation. Borrower, Notwithstanding anything to the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and thereforecontrary contained herein, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens Lien or priority of any mortgage, pledge, security agreement Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as to any extent modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Party Parties under any Loan Document from any of their its obligations and liabilities as Borrower, Guarantor or liabilities pledgor under any of the Existing Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the “Credit Agreement.” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the Agents. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written. CL Media Holdings LLC, as Borrower By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: BRIGHT MOUNTAIN, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1 Guarantors Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Schedule 2.01(a) Commitments LENDER COMMITMENT PRO RATA SHARE Centre Lane Partners Master Credit Fund II, L.P. $ 16,416,905 100.00 % Total: $ 16,416,905 100.00 % Schedule 5.02 Authorizations; No Contravention None. Schedule 5.03 Governmental Authorization; Other Consents None. Schedule 5.07(b) Owned Real Property None. Leased Real Property 200 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 1000 Xxxxxxxx, Xxxxxxx, XX (WeWork, Inc.) 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 Office space in Hertsliya, Israel Schedule 5.08

No Novation. Borrower, the Lenders The terms and Agent hereby agree that this Agreement amends and restates conditions of the Existing Credit Agreement are amended as set forth in, and restated in its their entirety and superseded by, Exhibit A to this Amendment No. 4. Nothing in this Amendment No. 4 (and therefore, this Agreement shall not constitute or effectuate a novation thereofincluding Exhibit A hereto) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters a novation of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined Obligations as defined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations or the liens or 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 Existing Credit Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Revolving Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. Notwithstanding any provision of this Amendment No. 4 or any other Loan Document or instrument executed in connection herewith, the execution and delivery of this Amendment No. 4 and the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the Obligations owed by the Loan Parties under the Existing Credit Agreement. The Existing Credit Agreement as amended and restated pursuant to the terms set forth in Exhibit A shall be deemed to be a continuing agreement among the parties, and all documents, instruments securing and agreements delivered pursuant to or in connection with the same, which Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Amendment No. 4 shall remain in full force and effect, except each in accordance with its terms, as modified hereby (including without limitationof the date of delivery or such other date as contemplated by such document, Section 12.8) instrument or by instruments executed concurrently herewith. Except agreement to the same extent as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under if the modifications to the Existing Credit AgreementAgreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment No. 4, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement (including without limitation, Section 12.8) or discharge or release the obligations Obligations under, and as defined in, the Existing Revolving Credit Agreement or the liens creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefortherefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations Obligations outstanding under under, and as defined in, the Existing Revolving Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. Except All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as expressly set forth herein of the Effective Date (including without limitation, Section 12.8prorated in the case of any fractional periods), nothing and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Revolving Credit Agreement from any of their its obligations and liabilities as a “Borrower” or liabilities under “Guarantor” thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to 112 be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Revolving Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Revolving Credit Agreement.Agreement shall mean the Existing Revolving Credit Agreement as amended and restated by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Revolving Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. 113