Common use of Restatement Clause in Contracts

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and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered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

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred and evidenced by or arising under the Existing Agreement or the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit Existing Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letter of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under the Existing Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations Accommodations hereunder in the same amounts as are outstanding as of the Loan Parties pursuant date hereof, and as between Revolving Loans and Supplemental Loans in such amounts as Pamida may request, subject to the terms heretoand conditions hereof, or if Agent does not receive such request as of the date hereof, then as Agent shall determine.

Restatement. (i) Except as otherwise stated in Section 9.22(b) 15.2 hereof and this Section 9.22(d)15.5, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Financing Agreements. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers or Guarantors evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for itself and the ratable benefit of the LendersLenders and the Bank Product Providers, in the Collateral (as such term is defined herein) securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for itself and the ratable benefit of themselves the Lenders and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations Bank Product Providers. The principal amount of the Loan Parties to the Agents, Loans and the Lenders amount of the Letters of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under the Existing Financing Agreements shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise Accommodations hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (i) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements listed in Section A of the Schedule 1.64 are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred during the Chapter 11 Case (as predecessors to Borrower) and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by Borrower (including during the Loan Parties Chapter 11 Case), as predecessors to either Agent or any Lender (whether directly, indirectly Borrower or otherwise). (ii) , to Agent. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 3.2 hereof and this Section 9.22(d)3.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Restated Existing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement, except that nothing ------ herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise)Lender. (iib) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released. (c) All of the Existing Agreements, but other than the Restated Existing Agreements, shall continue in full force and effect in accordance with their terms in favor of such AgentAgent and Lender, for the benefit of themselves except as specifically amended and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties supplemented pursuant to the terms heretoof this Agreement.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d)13.10, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Handy Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Existing Borrowers and Existing Guarantors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) and Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit AgreementExisting Handy Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letter of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under and as defined in the Existing Handy Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise Accommodations hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof 13.2 and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan and Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofTransaction Documents, except that nothing herein or in the other Loan Transaction Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged or and/or assigned by to the Loan Parties to either Collateral Agent or any Lender (whether directly, indirectly or otherwise). (ii) for the benefit of the Secured Parties. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Loan and Security Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the “Advances” (as defined in the Existing Loan Parties to the Agents, and the Lenders Security Agreement) outstanding and unpaid as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date hereof pursuant so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms heretothis Agreement.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, conditions agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof; except, except that that, nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall notFinancing Agreements shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of any of the Loan Parties obligations, liabilities and indebtedness of Borrower, Maple and any other Obligor evidenced by or arising under the Original Credit AgreementExisting Loan Agreement or impair or adversely affect the continuation of the security interests, liens, and other interests in the Liens and security interests of each AgentCollateral heretofore granted, for the benefit of the Lenderspledged and/or assigned by Borrower, securing such Obligations and Maple or any other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the LendersObligor to Lender. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties Borrower, Maple and each other Obligor to the Agents, and the Lenders Lender that are outstanding and unpaid as of the date hereof pursuant to the Original Credit Existing Loan Agreement or otherwise the other Financing Agreements shall be deemed Obligations of the Loan Parties Borrower, Maple and each other Obligor pursuant to the terms heretohereof, and shall constitute and be deemed Loans and the Mebane Loan (as applicable) hereunder.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof 12.2 and this Section 9.22(d)12.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower or any Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged or and/or assigned by the Loan Parties to either any Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Existing Credit Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, loans and the Lenders letters of credit outstanding and unpaid as of the date hereof pursuant to Amended and Restated Effective Date under the Original Existing Credit Agreement or otherwise shall constitute Revolving Credit Loans and Letters of Credit hereunder. On and after the Amended and Restated Effective Date, all letters of credit issued under the Existing Credit Agreement shall be deemed Obligations to be Letters of Credit issued under this Agreement and shall be subject to all the Loan Parties terms and conditions hereof (including, without limitation, Section 3.3(a)) as if such Letters of Credit were issued by the Issuing Lenders pursuant to the terms heretothis Agreement.

Restatement. (i) Except as otherwise stated in Section 9.22(b16.17(b) hereof and this Section 9.22(d16.17(e), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Documents are simultaneously amended and restated in their entirety (excluding the Schedules schedules prepared as of the Original Closing Date, which shall be superceded superseded by the Schedules schedules delivered on and after the Effective ​ Closing Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties Borrowers to either the Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties Borrowers evidenced by or arising under any of the Original Credit AgreementExisting Loan Documents, and the Liens and security interests of each Agent, for the benefit of Agent and the Lenders, Lenders securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the LendersLender. (iii) All loans, advances and other financial accommodations under any of the Original Credit Agreement Existing Loan Documents and all other Obligations of the Loan Parties Borrowers to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Loan Documents or otherwise shall be deemed Obligations of the Loan Parties Borrowers pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 11.3 hereof and this Section 9.22(d)11.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Documents are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Existing Borrowers (as debtors-in-possession) for the Pre-Effective Date Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by Existing Borrowers to Agent prior to or during the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Chapter 11 Case. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Existing Borrowers evidenced by or arising under the Original Credit AgreementExisting Loan Documents, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, and the Lenders outstanding and unpaid Letter of Credit Outstandings as of the date hereof pursuant under the Existing Loan Documents shall be allocated to the Original Letter of Credit Agreement or otherwise Outstandings hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine consistent with the terms heretohereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofCredit Documents, except that nothing herein or in the other Loan Credit Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Grantors for the Obligations heretofore incurred Loans and the Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the terms of this Agreement and the other Credit Documents) and the security interests, liens liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Grantors to either Agent Collateral or any Lender Secured Party (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the other Credit Documents). (iib) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Loans, the Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Collateral Agent, for itself and the benefit of themselves the Secured Parties (as amended and the Lenders. (iii) All loans, advances restated hereby and other financial accommodations under the Original Credit Agreement and which are in all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant respects subject to the terms heretoof this Agreement and the other Credit Documents).

Restatement. (i) Except as otherwise stated in Section 9.22(b) 18.2 hereof and this Section 9.22(d)18.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Dateand, which shall be superceded by the Schedules delivered on and after the Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, the Security Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that (a) nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the joint and several liability of the Loan Parties Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests “Obligations” (as defined in the Collateral Existing Loan Agreement) heretofore granted, pledged and/or assigned to Agent and (b) each waiver and consent granted under the Existing Financing Agreements shall, solely to the extent of such waiver or assigned by consent under the Existing Financing Agreements, be deemed to be a waiver or consent, as applicable, hereunder and under the Security Agreement and the other Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Documents. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (i) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, restated are replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall (a) impair or adversely affect the continuation of the liability of the Loan Parties Salant for the its Obligations heretofore incurred to Agent ▇▇ ▇▇y Lender, or (b) adversely affect or terminate Section 2.5 of the Existing Credit Agreement, all of the provisions of which shall continue to remain in full force and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) effect. The amendment and restatement contained herein shall not, in any manner, be construed to constitute the payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness or any other obligations or liabilities of the Loan Parties Salant evidenced by or arising under the Original Credit AgreementExisting Credi▇ ▇▇▇▇ement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and such other obligations and liabilities, which liabilities shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Credit Existing Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit Accommodations (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant Accommodations hereunder according to the terms heretoLenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine.

Restatement. (i) Except as otherwise stated in Section 9.22(b) 15.2 hereof and this Section 9.22(d)15.5, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Financing Agreements. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers or Guarantors evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for itself and the ratable benefit of the LendersLenders and the Bank Product Providers, in the Collateral (as such term is defined herein) securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for itself and the ratable benefit of themselves the Lenders and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations Bank Product Providers. The principal amount of the Loan Parties to the Agents, Loans and the Lenders amount of the Existing Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Financing Agreements shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise Accommodations hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Credit AgreementExisting Loan Agreement and the other Existing Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilitiesliabilities granted by Borrowers and Guarantors in the Existing Loan Agreement and the other Existing Financing Agreements, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit Accommodations (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant Accommodations hereunder according to the terms heretoLenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine.

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

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred Existing Loans and the Existing Letters of Credit and all accrued and unpaid interest thereon and fees, costs, expenses and other charges with respect thereto and the security interests, liens liens, hypothecs and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrowers or Guarantors to either Existing Lender, Agent or any Lender other Secured Party (whether directly, indirectly or otherwise). (iib) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Existing Loans, the Existing Letters of the Loan Parties evidenced by or arising under the Original Credit Agreementand all accrued and unpaid interest thereon and fees with respect thereto, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loansof the Existing Loans, advances and other financial accommodations under the Original Existing Letters of Credit Agreement and all other accrued and unpaid interest thereon and fees with respect thereto shall be deemed Obligations of the Loan Parties Borrowers and Guarantors pursuant to the Agents, terms hereof. The principal amount of the Existing Loans and the Lenders amount of the Existing Letters of Credit outstanding and unpaid as of the date hereof pursuant shall be allocated to the Original Revolving Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine in accordance with the terms heretohereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements; except, except that that, nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwiseother than with respect to the Excluded Property). (ii) . The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letter of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under the Existing Agreement, if any, shall be allocated to the Original Loans and Letters of Credit hereunder in accordance with the Existing Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant to the terms heretoas amended and restated hereby.

Restatement. (i) Except as otherwise stated in Section 9.22(b17.14(a) hereof and this Section 9.22(d17.14(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Existing Credit Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Credit Facility shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder according to the Lenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine. On and after the date hereof, all Existing Letters of Credit shall be deemed Obligations to be Letters of Credit issued under this Agreement and shall subject to all the Loan Parties terms and conditions hereof as if such Letters of Credit were issued by Issuing Bank pursuant to the terms heretothis Agreement.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 11.3 hereof and this Section 9.22(d)11.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Documents are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred (as defined in the Existing Credit Agreement) and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by Borrowers to Agent prior to the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) date hereof. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit AgreementExisting Loan Documents, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Agent securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, and the Lenders outstanding and unpaid Letter of Credit Outstandings as of the date hereof pursuant under the Existing Loan Documents shall be allocated to the Original Letter of Credit Agreement or otherwise Outstandings hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to determine consistent with the terms heretohereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d)13.10, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Guarantors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) and Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers evidenced by or arising under the Original Credit Existing Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof 13.2 and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan and Security Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofTransaction Documents, except that nothing herein or in the other Loan Transaction Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral or any Lien heretofore granted, pledged or and/or assigned by to the Loan Parties to either Collateral Agent or any Lender (whether directly, indirectly or otherwise). (ii) for the benefit of the Secured Parties. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Loan and Security Agreement, and the Liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the “Advances” (as defined in the Existing Loan Parties to the Agents, and the Lenders Security Agreement) outstanding and unpaid as of the A&R Effective Date under the Existing Loan and Security Agreement shall constitute Advances hereunder. On the A&R Effective Date, the Lenders shall make such purchases and sales of interests in the Advances outstanding as of such date hereof pursuant so that each Lender is then holding its Pro Rata Share of outstanding Advances based on their Commitments after giving effect to this Agreement. -156- USActive 55348338.2 (c) All references to the Original Credit Agreement “Loan and Security Agreement” in the Transaction Documents shall from and after the A&R Effective Date be references to this Agreement, as the same may be amended, amended and restated, supplemented or otherwise shall be deemed Obligations of the Loan Parties pursuant modified from time to the terms heretotime.

Restatement. (i) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Credit Existing Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations and other obligations and liabilitiesObligations, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiia) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder according to the Lenders’ Pro Rata Shares and in such manner and in such amounts as Agent shall determine. On and after the date hereof, all Existing Letters of Credit shall be deemed Obligations to be Letters of Credit issued under this Agreement and shall subject to all the Loan Parties terms and conditions hereof as if such Letters of Credit were issued by Issuing Bank pursuant to the terms heretothis Agreement.

Restatement. (i) Except as otherwise stated in Section 9.22(bSections 11.17(a), (b) and (c) hereof and this Section 9.22(d11.17(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofAgreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Company for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties Company to either Agent or any Lender (whether directlythe Collateral Agent, indirectly or otherwise)for itself and for the benefit of the Administrative Agent, the Banks and the Bank Swap Parties. (ii) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of any of the Loan Parties obligations, liabilities and indebtedness of the Company evidenced by or arising under the Original Credit AgreementExisting Loan Documents, and the Liens liens and security 116 interests of each Agent, for the benefit of the Lenders, securing such Obligations other obligations, liabilities and other obligations and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Credit Agreement Existing Loan Documents and all other Obligations of the Loan Parties Company to the Agents, and the Lenders Banks outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Loan Documents or otherwise shall be deemed Obligations of the Loan Parties Company pursuant to the terms hereto.hereof, and shall constitute and be deemed Loans and L/C Obligations, as the case may be, to the Company hereunder to the same extent and in the same amount as such Obligations were deemed to be under the Existing Loan Documents. 117

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.2 hereof and this Section 9.22(d)13.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan Agreement and each of the General Security Agreements, dated September 22, 2000, made by Carrus and PBY are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties each Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties each Borrower or Guarantor evidenced by or arising under the Original Credit Existing Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Loans and Letters of Credit Accommodations (including the Agents, and the Lenders Existing Letters of Credit) outstanding and unpaid as of the date hereof pursuant under the Existing Loan Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations of the Loan Parties pursuant Accommodations hereunder according to the terms heretoLenders' Pro Rata Shares and in such manner and in such amounts as Agent shall determine.

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as 13.1 As of the date hereofEffective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Loan and Security Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofEffective Date, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties any Co-Borrowers for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by any Co-Borrowers to the Loan Parties to either Lenders and/or the Collateral Agent (or any Lender (whether directly, indirectly or otherwisepredecessor of the Collateral Agent). (ii) 13.2 The amendment and restatement of the Existing Loan and Security Agreement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties any Co-Borrower evidenced by or arising under any of the Original Credit AgreementLoan Documents existing prior to the date hereof, and the Liens liens and security interests of each Agent, for the benefit Lenders or the Collateral Agent (or any predecessor of the Lenders, Collateral Agent) securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such the Lenders and/or the Collateral Agent (or any predecessor of the Collateral Agent, for the benefit of themselves and the Lenders). (iii) 13.3 All loans, advances and other financial accommodations under any of the Original Credit Existing Loan and Security Agreement or any of the other Loan Documents existing prior to the date hereof and all other Obligations to the Lenders and/or the Collateral Agent (or any predecessor of the Loan Parties to the Agents, and the Lenders Collateral Agent) which are outstanding and unpaid (and are not otherwise converted into Equity Interest of the Parent as of the date hereof Effective Date) pursuant to the Original Credit Existing Loan and Security Agreement or any of the other Loan Documents existing prior to the date hereof or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof.

Restatement. (i) Except as otherwise stated in Section 9.22(b11.8(b) hereof and this Section 9.22(d11.8(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Loan Documents are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofDocuments, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations “Obligations” (as defined in the Existing Credit Agreement), Indebtedness and other liabilities (collectively, the “Existing Obligations”) heretofore incurred incurred, granted, pledged, hypothecated and/or assigned to ▇▇▇▇▇ Fargo (in its capacity as agent under the Existing Credit Agreement) or the lenders party thereto under the Existing Credit Agreement and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Existing Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Documents. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Existing Obligations of the Loan Parties evidenced by or arising under the Original Credit AgreementExisting Loan Documents, and the Liens and security interests in the Collateral (as such term is defined herein) of each Agent, for ▇▇▇▇▇ Fargo (in its capacity as agent under the benefit of the Lenders, Existing Credit Agreement) securing such Obligations and other obligations and liabilitiesExisting Obligations, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves Lender. All Existing Obligations and the Lenders. (iii) All all other loans, advances and other financial accommodations under the Original Existing Credit Agreement and all other Obligations of the Loan Parties to the Agents, and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise (including, without limitation, all Existing Obligations now or hereafter arising in connection with any existing Letters of Credit) shall be deemed Obligations of the Loan Parties under this Agreement which are secured by Liens in the Collateral pursuant to the terms heretoof this Agreement and the other Loan Documents. The parties have caused this Agreement to be executed as of the date on page 1. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory Address: ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ BEACH BRANDS, INC. By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer Address: ▇▇▇▇▇▇▇▇ Beach Brands, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SCHEDULE 2.5 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 1. Unused Line Fee. Borrowers shall pay to Lender monthly an unused line fee equal to 0.20% per annum multiplied by the amount by which the Maximum Credit as then in effect exceeds the daily average of the principal balance of the outstanding Revolving Loans and Letters of Credit during the immediately preceding month (or part thereof) until payment in full of the Obligations. Such fees shall be payable on the first day of each calendar month in arrears and on the Termination Date.

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

Restatement. (i) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as of the date hereof, the The terms, conditions, agreements, covenants, representations and warranties set forth in the Original Existing Credit Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, are hereby replaced and superseded superseded, by the terms, conditions, conditions agreements, covenants, representations and warranties set forth in this Agreement and in the other Loan Documents executed Security Agreement, and as of the Closing Date neither the Borrowers nor the Administrative Agent and Lenders shall be subject to or delivered on bound by any of the terms of the Existing Credit Agreement and shall only be subject to or after bound by the date hereofterms and provisions of this Agreement, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the Loan Parties for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) The amendment and restatement contained herein shall notshall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of any of the Loan Parties “Obligations” existing under (and as defined in) the Existing Credit Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers evidenced by or arising under the Original Existing Credit Agreement, and Agreement or impair or adversely affect the continuation of the Liens and security other interests of each in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent, for except as otherwise expressly set forth in the benefit of the Lenders, securing such Security Agreement. All Existing Obligations and all other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iii) All loans, advances and other financial accommodations under the Original Existing Credit Agreement of Borrowers to Agent and all other Obligations of the Loan Parties to the Agents, and the Lenders that are outstanding and unpaid as of the date hereof pursuant to the Original Existing Credit Agreement or otherwise shall be deemed Obligations of Borrowers which are secured by Liens in the Loan Parties Collateral pursuant to the terms heretoof this Agreement and the Security Agreement. Upon the effective date of this Agreement, the Administrative Agent shall cause to be released and satisfied the security interests under the Existing Credit Agreement in all collateral thereunder which is not Collateral under this Agreement and shall execute and file, or consent to the filing by the Loan Parties of all releases and other documents reasonably requested by the Loan Parties to effect and evidence that release.

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

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Loan Agreement are simultaneously amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents Financing Agreements executed or and/or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens liens, hypothecs and other interests in the Collateral collateral heretofore granted, pledged or and/or assigned by the Loan Parties Borrower to either Agent Agent, Original Lender or any Lender (whether directly, indirectly or otherwise). (iib) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Loan Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, Original Lender securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, Agent for the benefit of themselves itself and the LendersSecured Parties. (iiic) All loans, advances and other financial accommodations under the Original Credit Loan Agreement and all other Obligations obligations, liabilities and indebtedness of the Loan Parties Borrower to the Agents, and the Lenders Original Lender outstanding and unpaid as of the date hereof pursuant to the Original Credit Loan Agreement or otherwise shall be deemed Obligations of the Loan Parties Borrower pursuant to the terms heretohereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit Accommodations outstanding as of the date hereof under the Original Loan Agreement shall be allocated to the Revolving Loans and Letter of Credit Accommodations hereunder in such manner and in such amounts as Agent shall determine in accordance with the terms hereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) hereof and this Section 9.22(d), as As of the date hereofRestatement Effective Date, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Loan Documents are simultaneously amended and restated in their entirety (excluding including the Schedules prepared as of schedules delivered prior to the Original Closing Restatement Effective Date, which shall be superceded superseded by the Schedules schedules delivered on and after the Restatement Effective Date), and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereof, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of the each Loan Parties Party for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or assigned by the each Loan Parties Party to either Administrative Agent or any Lender (whether directly, indirectly or otherwise). (iib) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Borrower and each other Loan Parties Party evidenced by or arising under any of the Original Credit AgreementLoan Documents, and the Liens and security interests of each Agent, Agent for the benefit of the Lenders, Lenders securing such Obligations and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiic) All loans, advances and other financial accommodations under any of the Original Credit Agreement Loan Documents and all other Obligations of the Borrower and each other Loan Parties Party to the Agents, Agent and the Lenders outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Loan Documents or otherwise shall be deemed Obligations of the Borrower and each other Loan Parties Party pursuant to the terms hereto. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. A-MARK PRECIOUS METALS, INC., as Borrower /s/ By: Name: Title: ▇▇ ▇▇▇▇▇▇▇, INC., as a Guarantor /s/ By: Name: Title: COLLATERAL FINANCE CORPORATION, as a Guarantor /s/ By: Name: Title: TRANSCONTINENTAL DEPOSITORY SERVICES, LLC, as a Guarantor /s/ By: Name: Title: A-M GLOBAL LOGISTICS, LLC, as a Guarantor /s/ By: Name: Title: AM&ST ASSOCIATES, LLC, as a Guarantor /s/ By: Name: Title: GOLDLINE, INC., as a Guarantor /s/ By: Name: Title: AM IP ASSETS, LLC, as a Guarantor /s/ By: Name: Title: AM SERVICES, INC., as a Guarantor /s/ By: Name: Title: CFC ALTERNATIVE INVESTMENTS, LLC, as a Guarantor /s/ By: Name: Title: GOLD PRICE GROUP, as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇▇.▇▇▇, INC. as a Guarantor /s/ By: Name: Title: PROVIDENT METALS CORP, as a Guarantor /s/ By: Name: Title: BUY GOLD AND SILVER CORP. as a Guarantor /s/ By: Name: Title: MARKSMEN HOLDINGS, LLC as a Guarantor /s/ By: Name: Title: BX CORPORATION as a Guarantor /s/ By: Name: Title: PINEHURST COIN EXCHANGE, INC. as a Guarantor /s/ By: Name: Title: SPECTRUM GROUP INTERNATIONAL, LLC as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ AUCTIONS, LLC as a Guarantor /s/ By: Name: Title: SPECTRUM NUMISMATICS INTERNATIONAL, INC. as a Guarantor /s/ By: Name: Title: ▇▇▇▇▇’▇-▇▇▇▇▇▇ NUMISMATICS, LLC as a Guarantor /s/ By: Name: Title: SBG FINANCE, LLC as a Guarantor /s/ By: Name: Title: SGI SUB, INC. as a Guarantor /s/ By: Name: Title: AMS HOLDING, LLC as a Guarantor /s/ By: Name: Title: ASSET MARKETING SERVICES, LLC as a Guarantor /s/ By: Name: Title: AM/AMS HOLDING, LLC as a Guarantor /s/ By: Name: Title: AM LPM SINGAPORE PTE. LTD. as a Guarantor /s/ By: Name: Title: AM PRECIOUS METALS SINGAPORE PTE. LTD. as a Guarantor /s/ By: Name: Title: CFC CANADA INC. as a Guarantor /s/ By: Name: Title: CIBC BANK USA, as Agent, as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and as a Lender /s/ By: Name: Title: /s/ By: Name: Title: CIBC Bank USA $90,000,000 21.301775148% Coöperatieve Rabobank U.A., New York Branch $45,000,000 10.650887574% Brown Brothers ▇▇▇▇▇▇▇▇ $40,000,000 9.467455621% Cal Bank & Trust $40,000,000 9.467455621% Natixis, New York Branch $40,000,000 9.467455621% Deutsche Bank AG, Amsterdam Branch $40,000,000 9.467455621% Industrial and Commercial Bank of China Limited, New York Branch $40,000,000 9.467455621% Sunwest Bank $30,000,000 7.100591716% BOKF, NA dba Bank of Oklahoma $30,000,000 7.100591716% HSBC $27,500,000 6.508875740% TOTALS $422,500,000 100% */ Carry out to nine decimal places. A-MARK PRECIOUS METALS, INC., as Borrower ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇.▇▇▇ ▇▇▇▇ & ▇▇▇▇▇, LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ CIBC BANK USA, as Agent, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and a Lender CIBC Bank USA ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇.▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ CIBC Bank USA ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ LENDERS: COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇)-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BOKF, NA dba BANK OF OKLAHOMA ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CALIFORNIA BANK & TRUST ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇, 1st Vice President BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇ Attn: PB Credit Admin HSBC ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ E New York, NY 10001 Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇ INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇.▇▇ DEUTSCHE BANK AG, AMSTERDAM BRANCH ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, 1101 HE Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ SUNWEST BANK ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ NATIXIS, NEW YORK BRANCH ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ EXHIBIT A FORM OF NOTE $__________________ Denver, Colorado The undersigned, for value received, promises to pay to the order of ______________ (the “Lender”) and its registered assigns at the principal office of CIBC Bank USA (the “Agent”) in Denver, Colorado the aggregate unpaid amount of all Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement. The undersigned further promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Amended and Restated Credit Agreement, dated as of August 21, 2025 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain financial institutions (including the Lender) and Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated. This Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State. A-MARK PRECIOUS METALS, INC., as Borrower By: Name: Title: EXHIBIT B FORM OF COMPLIANCE CERTIFICATE To: CIBC Bank USA, as Agent Please refer to the Amended and Restated Credit Agreement dated as of August 21, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among A-MARK PRECIOUS METALS, INC.(the “Borrower”), the various financial institutions party thereto, and CIBC Bank USA, as Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, are replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after Financing Agreements, and the date hereof, except that nothing herein or in the other Loan Documents Borrowers shall impair or adversely affect the continuation of the liability of the Loan Parties continue to be jointly and severally liable for the Obligations heretofore incurred (which obligations pursuant to the Existing Financing Agreements shall be deemed incorporated into, a part of, and the security interestsamended, liens restated and other interests allocated as provided in the Collateral heretofore granted, pledged or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwiseSection 14.4(b) hereof). (ii) . The amendment and restatement contained herein shall not, in any manner, be construed to constitute (i) payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of the Loan Parties Indebtedness and other obligations and liabilities of Borrowers evidenced by or arising under the Original Credit AgreementExisting Financing Agreements (all of which Indebtedness and other obligations and liabilities shall be deemed incorporated into, a part of, and amended, restated and allocated as provided in Section 14.4(b) hereof) or (ii) a release, termination or impairment of the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, all of which liens and security interests shall not in any manner be impaired, limited, terminated, waived or released, but deemed to secure the Obligations and shall continue in full force and effect in favor of such Agent, be assigned to Agent for the benefit of themselves and the Lenders. (iiib) All The principal amount of the revolving loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations amount of the Loan Parties to letters of credit (including all "Credits" as defined in the Agents, Existing Financing Agreements) and the Lenders principal amount of term loans outstanding and unpaid as of the date hereof pursuant to under the Original Credit Agreement or otherwise Existing Financing Agreements as set forth in Section 14.1 above shall be deemed Obligations Loans, Letter of the Loan Parties pursuant Credit Accommodations and Term Loans made under Sections 2.1, 2.2 and 2.3 of this Agreement, respectively, in such amounts as set forth in Section 14.1 above for revolving loans, letters of credit and term loans and shall be allocated Pro-Rata to the terms heretoLenders in accordance with their Commitment.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 11.2 hereof and this Section 9.22(d)11.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that EXCEPT THAT nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers for the Obligations heretofore incurred and the security interests, liens liens, and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties each Borrower to either Agent or any Lender (whether directly, indirectly directly to Lender or to Lender as assignee of the Existing Lender under the Assignment Agreement or otherwise). (iib) The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations of any of the Loan Parties obligations, liabilities, and indebtedness of Borrowers evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing interests securing such Obligations other obligations, liabilities and other obligations and liabilitiesindebtedness, which shall not in any manner be impaired, limited, terminated, waived waived, or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiic) All loans, advances and other financial accommodations under the Original Credit Agreement Existing Agreements and all other Obligations of the Loan Parties Borrowers to the Agents, and the Lenders Lender outstanding and unpaid as of the date hereof pursuant to the Original Credit Agreement Existing Agreements or otherwise shall be deemed Obligations of the Loan Parties Borrowers pursuant to the terms heretohereof, and shall constitute and be deemed Loans hereunder.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.2 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except EXCEPT that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties any Borrower or Guarantor for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or pledge and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties any Borrower or Guarantor evidenced by or arising under the Original Credit Existing Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letters of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under the Existing Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise Accommodations hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms hereto.determine. 98 105

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 2.2 hereof and this Section 9.22(d)2.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Existing Agreement are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing ------ Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit Existing Agreement, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letters of Credit Accommodations outstanding and unpaid as of the date hereof pursuant under the Existing Agreement shall be allocated to the Original Loans and Letter of Credit Agreement or otherwise shall be deemed Obligations Accommodations hereunder in the same manner and in such amounts as are outstanding as of the Loan Parties pursuant to the terms heretodate hereof.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 13.1 hereof and this Section 9.22(d)13.3, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) Lender. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrower evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Loans and the Lenders Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Financing Agreements shall be allocated to the Original Loans and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Lender shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.

Restatement. (ia) Except as otherwise stated in Section 9.22(b) 14.1 hereof and this Section 9.22(d)14.4, as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Financing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofFinancing Agreements, except that nothing herein or in the other Loan Documents Financing Agreements shall impair or adversely affect the continuation of the liability of the Loan Parties Borrowers and Obligors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged or and/or assigned by the Loan Parties to either Agent or any Lender (whether directly, indirectly or otherwise). (ii) and Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations Indebtedness and other obligations and liabilities of the Loan Parties Borrowers and Obligors evidenced by or arising under the Original Credit AgreementExisting Financing Agreements, and the Liens liens and security interests of each Agent, for the benefit of the Lenders, securing such Obligations Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the benefit of themselves and the Lenders. (iiib) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to the Agents, Revolving Loans and the Lenders Letters of Credit outstanding and unpaid as of the date hereof pursuant under the Existing Financing Agreements shall be allocated to the Original Revolving Loans and Letters of Credit Agreement or otherwise hereunder in such in such amounts as Agent shall be deemed Obligations of determine based upon the Loan Parties pursuant to the terms hereto.Commitments. 128

Restatement. (i) Except as otherwise stated in Section 9.22(b) 15.150 hereof and this Section 9.22(d15.15(d), as of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Original Credit Agreement Existing Agreements are simultaneously hereby amended and restated in their entirety (excluding the Schedules prepared as of the Original Closing Date, which shall be superceded by the Schedules delivered on and after the Effective Date)entirety, and as so amended and restated, replaced and superseded superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents executed or delivered on or after the date hereofOther Documents, except that nothing herein or in the other Loan Other Documents shall impair or adversely affect the continuation of the liability of the Loan Parties Borrower for the Obligations (as defined in the Existing Agreements) heretofore incurred and the security interests, liens and other interests in the Collateral (as defined in the Existing Agreements) heretofore granted, pledged or and/or assigned by Borrower to Agent, for the Loan Parties ratable benefit of the Lenders, which on and after the date hereof shall be deemed to either Agent or any Lender (whether directlyhave been granted to Agent, indirectly or otherwise). (ii) for the ratable benefit of the Lenders. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and the Obligations (as defined in the Existing Agreements) of the Loan Parties Borrower evidenced by or arising under the Original Credit AgreementExisting Agreements, and the Liens liens and security interests of each Agent, for the ratable benefit of the Lenders, securing such indebtedness and the Obligations and other obligations and liabilities(as defined in the Existing Agreements), which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of such Agent, for the ratable benefit of themselves and the Lenders. (iiiii) All loans, advances and other financial accommodations under the Original Credit Agreement and all other Obligations The principal amount of the Loan Parties to Advances (as defined in the Agents, Existing Agreements) and the Lenders amount of the Letters of Credit (as defined in the Existing Agreements) outstanding and unpaid as of the date hereof pursuant under the Existing Agreements shall be allocated to the Original Revolving Advances and Letters of Credit Agreement or otherwise hereunder in such manner and in such amounts as Agent shall be deemed Obligations of the Loan Parties pursuant to the terms heretodetermine.