NO NOVATION. The parties hereto hereby agree that, effective upon the execution and delivery of this Agreement, the terms and provisions of the Prior Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of [[Organization A:Organization]] outstanding under the Prior Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of [[Organization A:Organization]], or any Guarantor from any of its obligations or liabilities under the Prior Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. [[Organization A:Organization]] hereby confirms and agrees that to the extent that the Prior Agreement purports to collaterally assign or pledge to [[Organization B:Organization]], or to grant to [[Organization B:Organization]], a security interest in or lien on, any collateral as security for the Obligations from time to time existing in respect of the Prior Agreement, such pledge, collateral assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects as a collateral assignment, pledge or grant to [[Organization B:Organization]], and shall remain effective as of the first date it became effective.

No Novation. Nothing in this Amendment shall be construed to be or constitute any novation of Borrower’s obligations to Lender. No provision herein or representation made in discussions related to this Amendment, shall be deemed a waiver by Lender, either express or implied, of any breach of any other covenant or term in the Loan Documents or any other or future non-compliance, all legal and equitable rights and remedies being hereby reserved by Lender.

No Novation. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Financing Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby.

No Novation. Neither this Agreement nor the Restated Credit Agreement shall extinguish the Loans or other Obligations outstanding under the Existing Credit Agreement. This Agreement shall be a Loan Document for all purposes.

No Novation. The parties hereto acknowledge and agree that the amendment and restatement of the Existing Credit Agreement and the Existing Security Agreement pursuant to this Agreement and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement, the Existing Security Agreement or of any other Loan Documents as in effect prior to the Restatement Effective Date.

No Modification; Entire Agreement. This Agreement may not be amended or otherwise modified without the prior written consent of Holdco, the Sponsor and the Company. Together with the Consortium Agreement, the Merger Agreement, the Other Commitment Letters, the Limited Guaranty, any other limited guaranties related to certain of Parent’s and Merger Sub’s obligations under the Merger Agreement, and the Confidentiality Agreement, this Agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties hereto acknowledges that each party and its respective counsel have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

Entire Agreement. Except as set forth above, all other terms and conditions contained in the Agreement shall remain in full force and effect. This Amendment, and the Agreement # constitute the entire understanding between the Parties with respect to the subject matter hereof, and # supersede all prior agreements, whether oral or written.

This Agreement and the Plan and Policy embody the entire agreement and understanding between the Company and you with respect to the Restricted Shares, and there are no representations, promises, covenants, agreements or understandings with respect to the Restricted Shares other than those expressly set forth in this Agreement and the Plan or Policy. In the event of any conflict between this Agreement and the Plan or Policy, the terms of the Plan or Policy will govern.

Entire Agreement. This Lease constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement with respect to the subject matter of this Lease. All prior and contemporaneous communications negotiations and agreements between the parties relating to the subject matter hereof are expressly merged into and superseded by this Lease. The provisions of this Lease may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Lease by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Lease. Except as set forth expressly in this Lease, there are no conditions precedent to this Lease’s effectiveness.

ENTIRE AGREEMENT. This Stock Grant Agreement, together with the Plan, contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged.