Common use of Amendment and Restatement; No Novation Clause in Contracts

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Previous Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Previous Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the Previous Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. All loans and other obligations of the Borrowers outstanding as of such date under the Previous Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any Extensions of Credit made on the or Closing Date, reflect the Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Previous Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Previous Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the Previous Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. All loans and other obligations of the Borrowers Borrower outstanding as of such date under the Previous Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any Extensions of Credit made on the or Closing Date, reflect the Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Previous Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Previous Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the Previous Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. All loans and other obligations of the Borrowers BorrowerBorrowers outstanding as of such date under the Previous Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any Extensions of Credit made on the or Closing Date, reflect the Commitments of the Lenders hereunder.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Previous Credit Prior Loan Agreement effective from and after the Closing Agreement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders Lenders or the administrative agent Administrative Agent under the Previous Credit Prior Loan Agreement based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Agreement Date, (a) the Previous Credit credit facilities described in the Prior Loan Agreement as shall be amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed supplemented by the required parties hereto or thereto. All loans and other obligations of the Borrowers facilities described herein, (b) all Revolving Loans outstanding as of such date under the Previous Credit Prior Loan Agreement shall be deemed to be loans Revolving Loans outstanding hereunder and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loansRevolving Loans, together with any Extensions of Credit made Revolving Loans funded hereunder on the or Closing Agreement Date, reflect the Revolving Loan Commitments of the Lenders hereunder, (c) all Incremental Loans outstanding as of such date under the Prior Loan Agreement shall be converted to Term Loans hereunder or repaid and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of the Term Loans on the Agreement Date reflect the Term Loan A Commitments and Term Loan B Commitments of the Lenders hereunder and (d) all Letters of Credit outstanding as of such date under the Prior Loan Agreement shall be deemed to be Letters of Credit outstanding hereunder, in each case, without further action by any Person.

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Previous Existing Credit Agreement effective from and after the Closing Agreement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to any member of the lenders Lender Group under the Existing Credit Agreement or the administrative agent under other “Loan Documents” (as defined in the Previous Existing Credit Agreement, as defined in the First A&R Credit Agreement or as defined in the Original Credit Agreement) based on any facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Agreement Date, (a) the Previous credit facilities described in the Existing Credit Agreement as shall be amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed supplemented by the required parties hereto or thereto. All loans credit facilities described herein, (b) all “Loans,” “Letters of Credit,” and other obligations of the Borrowers “Credit Parties” outstanding as of such date under the Previous Existing Credit Agreement shall be deemed to be loans Loans, Letters of Credit, and obligations outstanding under the corresponding facilities described herein, without and (c) any further action by reference to the Original Credit Agreement, the First A&R Credit Agreement or the Existing Credit Agreement in any PersonLoan Documents shall be a reference to this Agreement, except that as context permits. Unless otherwise provided in this Agreement or in any other Loan Document, any fees and interest accrued under the Administrative Agent Existing Credit Agreement shall make such transfers of funds as are necessary accrue up to (but not including) the Agreement Date at the rates and in order that the outstanding balance of such loansmanner provided in the Existing Credit Agreement but shall be due and payable at the times and in the manner provided under this Agreement. All costs and expenses which were due and owing under the Existing Credit Agreement shall continue to be due and owing under, together with any Extensions of Credit made on the or Closing Dateand shall be due and payable in accordance with, reflect the Commitments of the Lenders hereunderthis Agreement.

Amendment and Restatement; No Novation. (a) This Agreement constitutes an amendment and restatement of the Previous Original Credit Agreement Agreement, as amended, effective from and after the Closing Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders Lenders or the administrative agent Administrative Agent under the Previous Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Effective Date, the Previous credit facilities described in the Original Credit Agreement Agreement, as amended amended, shall be amended, supplemented, modified and restated hereby shall be deemed to be a continuing agreement among in their entirety by the partiesfacilities described herein, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. All loans and other obligations of the Borrowers Borrower outstanding as of such date under the Previous Original Credit Agreement Agreement, as amended, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loansLoans, together with any Extensions of Credit made Loans funded on the or Closing Effective Date, reflect the Commitments of the Lenders hereunder. (b) The Credit Parties agree that after giving effect to this Agreement, neither the modification of the Original Credit Agreement effected pursuant to this Agreement nor the execution, delivery, performance or effectiveness of this Agreement: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document (as such term is defined in the Original Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. [SIGNATURE PAGES TO FOLLOW]

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Previous Original Credit Agreement effective from and after the Closing Datedate hereof. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute constitute, a novation or an accord and satisfaction of the Obligations or any indebtedness or other obligations owing to the lenders Lenders or the administrative agent Agent under the Previous Original Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreementany other Loan Documents. On the Closing Datedate hereof, the Previous credit facilities and the terms and conditions thereof described in the Original Credit Agreement as shall be amended and restated hereby shall be deemed to be a continuing agreement among replaced by the partiescredit facilities and the terms and conditions thereof described herein, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Credit Agreement contained herein were set forth in an amendment to the Previous Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. All loans Loans and other obligations Obligations of the Borrowers Borrower outstanding as of such date under the Previous Original Credit Agreement shall be deemed to be loans Loans and obligations Obligations outstanding under the corresponding facilities described hereinherein (such that all Revolving Credit Advances and Letter of Credit Obligations which are outstanding on the Closing Date under the Original Credit Agreement and not refinanced on the Closing Date shall become Revolving Credit Advances and Letter of Credit Obligations under this Agreement, respectively), without any further action by any Person, Person (except that the Administrative Agent Lenders shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any Extensions of Credit made payments on the or Closing DateDate between themselves, reflect which payments shall constitute Revolving Credit Advances, so that after giving effect thereto the Commitments aggregate outstanding amount of the Lenders hereunderRevolving Credit Advances of each Lender as of the Closing Date do not exceed either (i) such Lender's Pro Rata Share of Revolving Credit Advances, or (ii) such Lender's Revolving Loan Commitment).

Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement On the Effective Date, subject to the satisfaction of the Previous conditions set forth in Section 3.1, (a) the Existing Credit Agreement effective from shall be amended and after the Closing Date. The execution and delivery of restated in its entirety by this Agreement shall not constitute a novation of any indebtedness or other obligations owing and (i) all references to the lenders or the administrative agent under the Previous Existing Credit Agreement based on facts in any Loan Document other than this Agreement (including in any amendment, waiver or events occurring or existing prior consent) shall be deemed to refer to the execution and delivery of this Agreement. On the Closing Date, the Previous Existing Credit Agreement as amended and restated hereby hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement in any Loan Document (other than this Agreement) shall be amended to be, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be a continuing agreement among references to the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Previous Existing Credit Agreement not as amended and restated hereby, (b) the Schedules attached hereto hereby replace in connection with their entirety the entry corresponding Schedules attached to the Existing Credit Agreement prior to the Effective Date (including, without limitation, Schedule 2.1 hereto) and (c) the Exhibits attached hereto hereby replace in their entirety the corresponding Exhibits attached to the Existing Credit Agreement prior to the Effective Date. This Agreement is not intended to constitute, and does not constitute, a novation of the parties into this Agreement shall remain in full force obligations and effect, each in accordance with its terms, as of liabilities under the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Previous Existing Credit Agreement contained herein were set forth in an amendment (including the Obligations) or to the Previous Credit Agreement in a customary form, unless such document, instrument evidence payment of all or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Previous Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. All loans and other obligations of the Borrowers outstanding as any portion of such date under the Previous Credit Agreement shall be deemed to be loans obligations and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any Extensions of Credit made on the or Closing Date, reflect the Commitments of the Lenders hereunderliabilities.